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DELAWARE
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001-32410
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98-0420726
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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•
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Exhibit 99.1 – Item 6 – Selected Financial Data
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•
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Exhibit 99.2 – Item 8 – Financial Statements and Supplementary Data
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•
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Exhibit 99.3 – Item 15 – Exhibits, Financial Statement Schedules (Financial Statements)
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•
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Exhibit 99.4 – Item 15 – Exhibits, Financial Statement Schedules (Exhibit 12.1 – Statement of Computation of Ratio of Earnings to Fixed Charges)
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•
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Exhibit 101.INS – XBRL Instance Document
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•
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Exhibit 101.SCH – XBRL Taxonomy Extension Schema Document
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•
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Exhibit 101.CAL – XBRL Taxonomy Extension Calculation Linkbase Document
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•
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Exhibit 101.DEF – XBRL Taxonomy Extension Definition Linkbase Document
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•
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Exhibit 101.LAB – XBRL Taxonomy Extension Label Linkbase
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•
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Exhibit 101.PRE – XBRL Definition Extension Presentation Linkbase Document
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Exhibit
Number
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Description
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23.1
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Consent of Independent Registered Public Accounting Firm of Celanese Corporation, KPMG LLP.
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99.1
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Item 6, Form 10-K - Selected Financial Data.
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99.2
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Item 8, Form 10-K - Financial Statements and Supplementary Data.
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99.3
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Item 15, Form 10-K - Exhibits, Financial Statement Schedules (Financial Statements).
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99.4
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Item 15, Form 10-K - Exhibits, Financial Statement Schedules (Exhibit 12.1 - Statement of Computation of Ratio of Earnings to Fixed Charges).
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101.INS
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XBRL Instance Document.
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101.SCH
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XBRL Taxonomy Extension Schema Document.
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document.
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document.
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CELANESE CORPORATION
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By:
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/s/ James R. Peacock III
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Name:
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James R. Peacock III
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Title:
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Vice President, Deputy General Counsel and Assistant Corporate Secretary
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Exhibit
Number
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Description
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23.1
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Consent of Independent Registered Public Accounting Firm of Celanese Corporation, KPMG LLP.
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99.1
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Item 6, Form 10-K - Selected Financial Data.
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99.2
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Item 8, Form 10-K - Financial Statements and Supplementary Data.
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99.3
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Item 15, Form 10-K - Exhibits, Financial Statement Schedules (Financial Statements).
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99.4
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Item 15, Form 10-K - Exhibits, Financial Statement Schedules (Exhibit 12.1 - Statement of Computation of Ratio of Earnings to Fixed Charges).
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101.INS
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XBRL Instance Document.
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101.SCH
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XBRL Taxonomy Extension Schema Document.
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document.
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document.
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Year Ended December 31,
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|||||||||||||
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2012
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2011
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2010
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2009
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2008
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|||||
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As Adjusted
|
|||||||||||||
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(In $ millions, except per share data)
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|||||||||||||
Statement of Operations Data
|
|
|
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|
|
|
|
|
|
|
|
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Net sales
|
6,418
|
|
|
6,763
|
|
|
5,918
|
|
|
5,082
|
|
|
6,823
|
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Other (charges) gains, net
|
(14
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)
|
|
(48
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)
|
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(46
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)
|
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(136
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)
|
|
(108
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)
|
Operating profit
|
175
|
|
|
402
|
|
|
398
|
|
|
144
|
|
|
(107
|
)
|
Earnings (loss) from continuing operations before tax
|
321
|
|
|
467
|
|
|
433
|
|
|
105
|
|
|
(114
|
)
|
Earnings (loss) from continuing operations
|
376
|
|
|
426
|
|
|
361
|
|
|
399
|
|
|
(172
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)
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Earnings (loss) from discontinued operations
|
(4
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)
|
|
1
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(49
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)
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4
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(90
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)
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Net earnings (loss) attributable to Celanese Corporation
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372
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|
|
427
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|
312
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|
|
403
|
|
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(261
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)
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Earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Continuing operations — basic
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2.37
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2.72
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2.31
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|
|
2.71
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(1.22
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)
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Continuing operations — diluted
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2.35
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2.68
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2.28
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|
2.54
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|
(1.22
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)
|
Balance Sheet Data (as of the end of period)
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Total assets
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9,000
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8,518
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8,281
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8,412
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7,158
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Total debt
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3,098
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3,017
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3,218
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3,501
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3,533
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Total Celanese Corporation stockholders’ equity
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1,730
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1,341
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926
|
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586
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174
|
|
Other Financial Data
|
|
|
|
|
|
|
|
|
|
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Depreciation and amortization
|
308
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|
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298
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|
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287
|
|
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308
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|
|
350
|
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Capital expenditures
(1)
|
339
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|
|
364
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|
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222
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|
167
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|
|
267
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|
Dividends paid per common share
(2)
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0.27
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0.22
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0.18
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0.16
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0.16
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(1)
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Amounts include accrued capital expenditures. Amounts do not include capital expenditures related to capital lease obligations or capital expenditures related to the relocation and expansion of our POM plant in Kelsterbach. See
Note 24 - Supplemental Cash Flow Information
and
Note 27 - Plant Relocation
in the accompanying consolidated financial statements.
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(2)
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Annual dividends for the year ended
December 31, 2012
consist of two quarterly dividend payments of $
0.06
and two quarterly dividend payments of
$0.075
per share. In April
2012
the Board of Directors approved a
25%
increase in our quarterly dividend rate from
$0.06
to
$0.075
per share of Series A common stock applicable to dividends payable beginning in August
2012
. Annual dividends for the year ended
December 31, 2011
consist of two quarterly dividend payments of
$0.05
and two quarterly dividend payments of
$0.06
per share. In April 2011 the Board of Directors approved a
20%
increase in our quarterly dividend rate from
$0.05
to
$0.06
per share of Series A common stock applicable to dividends payable beginning in August 2011.
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|
Three Months Ended
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|
||||||||||
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March 31,
2012 |
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June 30,
2012 |
|
September 30,
2012 |
|
December 31,
2012 |
|
||||
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As Adjusted
|
|
||||||||||
|
(Unaudited)
(In $ millions, except per share data) |
|||||||||||
Net sales
|
1,633
|
|
|
1,675
|
|
|
1,609
|
|
|
1,501
|
|
|
Gross profit
|
274
|
|
|
335
|
|
|
328
|
|
|
244
|
|
|
Other (charges) gains, net
|
—
|
|
|
(3
|
)
|
|
2
|
|
|
(13
|
)
|
|
Operating profit (loss)
|
111
|
|
|
178
|
|
|
176
|
|
|
(290
|
)
|
|
Earnings (loss) from continuing operations
before tax
|
120
|
|
|
278
|
|
|
186
|
|
|
(263
|
)
|
|
Amounts attributable to Celanese Corporation
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|
|
|
|
|
|
|
|
||||
Earnings (loss) from continuing operations
|
193
|
|
|
221
|
|
|
129
|
|
|
(167
|
)
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
Net earnings (loss)
|
193
|
|
|
221
|
|
|
127
|
|
|
(169
|
)
|
|
Net earnings (loss) per share — basic
|
1.23
|
|
|
1.40
|
|
|
0.80
|
|
|
(1.06
|
)
|
|
Net earnings (loss) per share — diluted
|
1.21
|
|
|
1.38
|
|
|
0.79
|
|
|
(1.06
|
)
|
|
|
Three Months Ended
|
|
||||||||||
|
March 31,
2011 |
|
June 30,
2011 |
|
September 30,
2011 |
|
December 31,
2011 |
|
||||
|
As Adjusted
|
|
||||||||||
|
(Unaudited)
(In $ millions, except per share data) |
|||||||||||
Net sales
|
1,589
|
|
|
1,753
|
|
|
1,807
|
|
|
1,614
|
|
|
Gross profit
|
354
|
|
|
411
|
|
|
403
|
|
|
249
|
|
|
Other (charges) gains, net
|
3
|
|
|
(18
|
)
|
(1)
|
(24
|
)
|
(2)
|
(9
|
)
|
(3)
|
Operating profit (loss)
|
193
|
|
|
213
|
|
|
201
|
|
|
(205
|
)
|
|
Earnings (loss) from continuing operations
before tax
|
185
|
|
|
284
|
|
|
206
|
|
|
(208
|
)
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) from continuing operations
|
141
|
|
|
208
|
|
|
171
|
|
|
(94
|
)
|
|
Earnings (loss) from discontinued operations
|
4
|
|
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|
Net earnings (loss)
|
145
|
|
|
206
|
|
|
171
|
|
|
(95
|
)
|
|
Net earnings (loss) per share — basic
|
0.93
|
|
|
1.32
|
|
|
1.09
|
|
|
(0.61
|
)
|
|
Net earnings (loss) per share — diluted
|
0.91
|
|
|
1.29
|
|
|
1.08
|
|
|
(0.61
|
)
|
|
(1)
|
Includes $16 million in costs and $4 million of employee termination benefits related to the relocation and expansion of the Company's polyacetal ("POM") operations in Kelsterbach, Germany to Frankfurt Hoechst Industrial Park, Germany.
|
(2)
|
Includes $14 million in costs and $1 million of employee termination benefits related to the relocation and expansion of the Company's POM operations in Kelsterbach, Germany to Frankfurt Hoechst Industrial Park, Germany, and a $7 million unfavorable settlement in a resolution of a commercial dispute.
|
(3)
|
Includes $4 million in costs and $3 million of employee termination benefits related to the relocation of the Company's POM operations in Kelsterbach, Germany to Frankfurt Hoechst Industrial Park, Germany.
|
|
Page Number
|
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
As Adjusted (Note 2)
|
|||||||
|
(In $ millions, except share and per share data)
|
|||||||
Net sales
|
6,418
|
|
|
6,763
|
|
|
5,918
|
|
Cost of sales
|
(5,237
|
)
|
|
(5,346
|
)
|
|
(4,750
|
)
|
Gross profit
|
1,181
|
|
|
1,417
|
|
|
1,168
|
|
Selling, general and administrative expenses
|
(830
|
)
|
|
(805
|
)
|
|
(598
|
)
|
Amortization of intangible assets
|
(51
|
)
|
|
(62
|
)
|
|
(61
|
)
|
Research and development expenses
|
(104
|
)
|
|
(98
|
)
|
|
(70
|
)
|
Other (charges) gains, net
|
(14
|
)
|
|
(48
|
)
|
|
(46
|
)
|
Foreign exchange gain (loss), net
|
(4
|
)
|
|
—
|
|
|
(3
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
(3
|
)
|
|
(2
|
)
|
|
8
|
|
Operating profit (loss)
|
175
|
|
|
402
|
|
|
398
|
|
Equity in net earnings (loss) of affiliates
|
242
|
|
|
192
|
|
|
168
|
|
Interest expense
|
(185
|
)
|
|
(221
|
)
|
|
(204
|
)
|
Refinancing expense
|
(3
|
)
|
|
(3
|
)
|
|
(16
|
)
|
Interest income
|
2
|
|
|
3
|
|
|
7
|
|
Dividend income - cost investments
|
85
|
|
|
80
|
|
|
73
|
|
Other income (expense), net
|
5
|
|
|
14
|
|
|
7
|
|
Earnings (loss) from continuing operations before tax
|
321
|
|
|
467
|
|
|
433
|
|
Income tax (provision) benefit
|
55
|
|
|
(41
|
)
|
|
(72
|
)
|
Earnings (loss) from continuing operations
|
376
|
|
|
426
|
|
|
361
|
|
Earnings (loss) from operation of discontinued operations
|
(6
|
)
|
|
2
|
|
|
(80
|
)
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
2
|
|
Income tax (provision) benefit from discontinued operations
|
2
|
|
|
(1
|
)
|
|
29
|
|
Earnings (loss) from discontinued operations
|
(4
|
)
|
|
1
|
|
|
(49
|
)
|
Net earnings (loss)
|
372
|
|
|
427
|
|
|
312
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
372
|
|
|
427
|
|
|
312
|
|
Cumulative preferred stock dividends
|
—
|
|
|
—
|
|
|
(3
|
)
|
Net earnings (loss) available to common stockholders
|
372
|
|
|
427
|
|
|
309
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
376
|
|
|
426
|
|
|
361
|
|
Earnings (loss) from discontinued operations
|
(4
|
)
|
|
1
|
|
|
(49
|
)
|
Net earnings (loss)
|
372
|
|
|
427
|
|
|
312
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
|
|
|
Continuing operations
|
2.37
|
|
|
2.72
|
|
|
2.31
|
|
Discontinued operations
|
(0.02
|
)
|
|
0.01
|
|
|
(0.31
|
)
|
Net earnings (loss) - basic
|
2.35
|
|
|
2.73
|
|
|
2.00
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
|
|
|
|
Continuing operations
|
2.35
|
|
|
2.68
|
|
|
2.28
|
|
Discontinued operations
|
(0.02
|
)
|
|
0.01
|
|
|
(0.31
|
)
|
Net earnings (loss) - diluted
|
2.33
|
|
|
2.69
|
|
|
1.97
|
|
Weighted average shares - basic
|
158,359,914
|
|
|
156,226,526
|
|
|
154,577,441
|
|
Weighted average shares - diluted
|
159,830,786
|
|
|
158,970,283
|
|
|
158,385,497
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
As Adjusted (Note 2)
|
|||||||
|
(In $ millions)
|
|||||||
Net earnings (loss)
|
372
|
|
|
427
|
|
|
312
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
(1
|
)
|
Foreign currency translation
|
5
|
|
|
(27
|
)
|
|
37
|
|
Unrealized gain (loss) on interest rate swaps
|
7
|
|
|
27
|
|
|
17
|
|
Pension and postretirement benefits
|
(11
|
)
|
|
—
|
|
|
2
|
|
Total other comprehensive income (loss), net of tax
|
1
|
|
|
—
|
|
|
55
|
|
Total comprehensive income (loss), net of tax
|
373
|
|
|
427
|
|
|
367
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
373
|
|
|
427
|
|
|
367
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
As Adjusted (Note 2)
|
||||
|
(In $ millions, except share data)
|
||||
ASSETS
|
|
|
|
||
Current Assets
|
|
|
|
|
|
Cash and cash equivalents
|
959
|
|
|
682
|
|
Trade receivables - third party and affiliates (net of allowance for doubtful accounts - 2012: $9; 2011: $9)
|
827
|
|
|
871
|
|
Non-trade receivables, net
|
209
|
|
|
235
|
|
Inventories
|
711
|
|
|
712
|
|
Deferred income taxes
|
49
|
|
|
104
|
|
Marketable securities, at fair value
|
53
|
|
|
64
|
|
Other assets
|
31
|
|
|
35
|
|
Total current assets
|
2,839
|
|
|
2,703
|
|
Investments in affiliates
|
800
|
|
|
824
|
|
Property, plant and equipment (net of accumulated depreciation - 2012: $1,506; 2011: $1,316)
|
3,350
|
|
|
3,269
|
|
Deferred income taxes
|
606
|
|
|
421
|
|
Other assets
|
463
|
|
|
344
|
|
Goodwill
|
777
|
|
|
760
|
|
Intangible assets, net
|
165
|
|
|
197
|
|
Total assets
|
9,000
|
|
|
8,518
|
|
LIABILITIES AND EQUITY
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
168
|
|
|
144
|
|
Trade payables - third party and affiliates
|
649
|
|
|
673
|
|
Other liabilities
|
475
|
|
|
539
|
|
Deferred income taxes
|
25
|
|
|
17
|
|
Income taxes payable
|
38
|
|
|
12
|
|
Total current liabilities
|
1,355
|
|
|
1,385
|
|
Long-term debt
|
2,930
|
|
|
2,873
|
|
Deferred income taxes
|
50
|
|
|
92
|
|
Uncertain tax positions
|
181
|
|
|
182
|
|
Benefit obligations
|
1,602
|
|
|
1,492
|
|
Other liabilities
|
1,152
|
|
|
1,153
|
|
Commitments and Contingencies
|
|
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|
Preferred stock, $0.01 par value, 100,000,000 shares authorized (2012 and 2011: 0 issued and outstanding)
|
—
|
|
|
—
|
|
Series A common stock, $0.0001 par value, 400,000,000 shares authorized (2012: 183,629,237 issued and 159,642,401 outstanding; 2011: 179,385,105 issued and 156,463,811 outstanding)
|
—
|
|
|
—
|
|
Series B common stock, $0.0001 par value, 100,000,000 shares authorized (2012 and 2011: 0 issued and outstanding)
|
—
|
|
|
—
|
|
Treasury stock, at cost (2012: 23,986,836 shares; 2011: 22,921,294 shares)
|
(905
|
)
|
|
(860
|
)
|
Additional paid-in capital
|
731
|
|
|
627
|
|
Retained earnings
|
1,993
|
|
|
1,664
|
|
Accumulated other comprehensive income (loss), net
|
(89
|
)
|
|
(90
|
)
|
Total Celanese Corporation stockholders’ equity
|
1,730
|
|
|
1,341
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
Total equity
|
1,730
|
|
|
1,341
|
|
Total liabilities and equity
|
9,000
|
|
|
8,518
|
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
|
As Adjusted (Note 2)
|
||||||||||||||||
|
(In $ millions, except share data)
|
||||||||||||||||
Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance as of the beginning of the period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,600,000
|
|
|
—
|
|
Redemption of preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,600,000
|
)
|
|
—
|
|
Balance as of the end of the period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Series A Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of the beginning of the period
|
156,463,811
|
|
|
—
|
|
|
155,759,293
|
|
|
—
|
|
|
144,394,069
|
|
|
—
|
|
Conversion of preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,084,942
|
|
|
—
|
|
Redemption of preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,437
|
|
|
—
|
|
Stock option exercises
|
3,751,825
|
|
|
—
|
|
|
842,342
|
|
|
—
|
|
|
800,347
|
|
|
—
|
|
Purchases of treasury stock
|
(1,065,542
|
)
|
|
—
|
|
|
(652,016
|
)
|
|
—
|
|
|
(1,667,592
|
)
|
|
—
|
|
Stock awards
|
492,307
|
|
|
—
|
|
|
514,192
|
|
|
—
|
|
|
140,090
|
|
|
—
|
|
Balance as of the end of the period
|
159,642,401
|
|
|
—
|
|
|
156,463,811
|
|
|
—
|
|
|
155,759,293
|
|
|
—
|
|
Treasury Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of the beginning of the period
|
22,921,294
|
|
|
(860
|
)
|
|
22,269,278
|
|
|
(829
|
)
|
|
20,601,686
|
|
|
(781
|
)
|
Purchases of treasury stock, including related fees
|
1,065,542
|
|
|
(45
|
)
|
|
652,016
|
|
|
(31
|
)
|
|
1,667,592
|
|
|
(48
|
)
|
Balance as of the end of the period
|
23,986,836
|
|
|
(905
|
)
|
|
22,921,294
|
|
|
(860
|
)
|
|
22,269,278
|
|
|
(829
|
)
|
Additional Paid-In Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Balance as of the beginning of the period
|
|
|
|
627
|
|
|
|
|
574
|
|
|
|
|
522
|
|
||
Stock-based compensation, net of tax
|
|
|
|
12
|
|
|
|
|
17
|
|
|
|
|
19
|
|
||
Stock option exercises, net of tax
|
|
|
|
92
|
|
|
|
|
36
|
|
|
|
|
33
|
|
||
Balance as of the end of the period
|
|
|
|
731
|
|
|
|
|
627
|
|
|
|
|
574
|
|
||
Retained Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Balance as of the beginning of the period
|
|
|
|
1,664
|
|
|
|
|
1,271
|
|
|
|
|
990
|
|
||
Net earnings (loss) attributable to Celanese Corporation
|
|
|
|
372
|
|
|
|
|
427
|
|
|
|
|
312
|
|
||
Series A common stock dividends
|
|
|
|
(43
|
)
|
|
|
|
(34
|
)
|
|
|
|
(28
|
)
|
||
Preferred stock dividends
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(3
|
)
|
|||
Balance as of the end of the period
|
|
|
|
1,993
|
|
|
|
|
1,664
|
|
|
|
|
1,271
|
|
||
Accumulated Other Comprehensive Income (Loss), Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Balance as of the beginning of the period
|
|
|
|
(90
|
)
|
|
|
|
(90
|
)
|
|
|
|
(145
|
)
|
||
Other comprehensive income (loss), net of tax
|
|
|
|
1
|
|
|
|
|
—
|
|
|
|
|
55
|
|
||
Balance as of the end of the period
|
|
|
|
(89
|
)
|
|
|
|
(90
|
)
|
|
|
|
(90
|
)
|
||
Total Celanese Corporation stockholders’ equity
|
|
|
|
1,730
|
|
|
|
|
1,341
|
|
|
|
|
926
|
|
||
Noncontrolling Interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Balance as of the beginning of the period
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||
Net earnings (loss) attributable to noncontrolling interests
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||
Balance as of the end of the period
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||
Total equity
|
|
|
|
1,730
|
|
|
|
|
1,341
|
|
|
|
|
926
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
As Adjusted (Note 2)
|
|||||||
|
(In $ millions)
|
|||||||
Operating Activities
|
|
|
|
|
|
|
|
|
Net earnings (loss)
|
372
|
|
|
427
|
|
|
312
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities
|
|
|
|
|
|
|
|
|
Other charges (gains), net of amounts used
|
(12
|
)
|
|
(6
|
)
|
|
(5
|
)
|
Depreciation, amortization and accretion
|
320
|
|
|
311
|
|
|
300
|
|
Pension and postretirement benefit expense
|
9
|
|
|
30
|
|
|
59
|
|
Pension and postretirement contributions
|
(288
|
)
|
|
(209
|
)
|
|
(81
|
)
|
Actuarial (gain) loss on pension and postretirement plans
|
389
|
|
|
306
|
|
|
84
|
|
Deferred income taxes, net
|
(175
|
)
|
|
(15
|
)
|
|
(24
|
)
|
(Gain) loss on disposition of businesses and assets, net
|
3
|
|
|
1
|
|
|
(8
|
)
|
Refinancing expense
|
3
|
|
|
3
|
|
|
16
|
|
Other, net
|
53
|
|
|
56
|
|
|
11
|
|
Operating cash provided by (used in) discontinued operations
|
2
|
|
|
(9
|
)
|
|
8
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
Trade receivables - third party and affiliates, net
|
50
|
|
|
(83
|
)
|
|
(90
|
)
|
Inventories
|
6
|
|
|
(112
|
)
|
|
(98
|
)
|
Other assets
|
9
|
|
|
17
|
|
|
9
|
|
Trade payables - third party and affiliates
|
5
|
|
|
22
|
|
|
19
|
|
Other liabilities
|
(24
|
)
|
|
(101
|
)
|
|
(60
|
)
|
Net cash provided by (used in) operating activities
|
722
|
|
|
638
|
|
|
452
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
(361
|
)
|
|
(349
|
)
|
|
(201
|
)
|
Acquisitions, net of cash acquired
|
(23
|
)
|
|
(8
|
)
|
|
(46
|
)
|
Proceeds from sale of businesses and assets, net
|
1
|
|
|
6
|
|
|
26
|
|
Deferred proceeds from Kelsterbach plant relocation
|
—
|
|
|
159
|
|
|
—
|
|
Capital expenditures related to Kelsterbach plant relocation
|
(49
|
)
|
|
(204
|
)
|
|
(312
|
)
|
Proceeds from sale of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
Other, net
|
(68
|
)
|
|
(45
|
)
|
|
(27
|
)
|
Net cash provided by (used in) investing activities
|
(500
|
)
|
|
(441
|
)
|
|
(560
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
2
|
|
|
(13
|
)
|
|
(31
|
)
|
Proceeds from short-term borrowings
|
71
|
|
|
70
|
|
|
70
|
|
Repayments of short-term borrowings
|
(71
|
)
|
|
(73
|
)
|
|
(55
|
)
|
Proceeds from long-term debt
|
550
|
|
|
411
|
|
|
600
|
|
Repayments of long-term debt
|
(489
|
)
|
|
(591
|
)
|
|
(897
|
)
|
Refinancing costs
|
(9
|
)
|
|
(8
|
)
|
|
(24
|
)
|
Purchases of treasury stock, including related fees
|
(45
|
)
|
|
(31
|
)
|
|
(48
|
)
|
Stock option exercises
|
62
|
|
|
20
|
|
|
14
|
|
Series A common stock dividends
|
(43
|
)
|
|
(34
|
)
|
|
(28
|
)
|
Preferred stock dividends
|
—
|
|
|
—
|
|
|
(3
|
)
|
Other, net
|
21
|
|
|
(4
|
)
|
|
14
|
|
Net cash provided by (used in) financing activities
|
49
|
|
|
(253
|
)
|
|
(388
|
)
|
Exchange rate effects on cash and cash equivalents
|
6
|
|
|
(2
|
)
|
|
(18
|
)
|
Net increase (decrease) in cash and cash equivalents
|
277
|
|
|
(58
|
)
|
|
(514
|
)
|
Cash and cash equivalents as of beginning of period
|
682
|
|
|
740
|
|
|
1,254
|
|
Cash and cash equivalents as of end of period
|
959
|
|
|
682
|
|
|
740
|
|
•
|
Consolidation principles
|
•
|
Estimates and assumptions
|
•
|
Change in accounting policy regarding pension and other postretirement benefits
|
|
Year Ended December 31, 2012
|
|||||||
|
As Previously
Reported
|
|
Effect of
Change
|
|
As Adjusted
|
|||
|
(In $ millions, except per share data)
|
|||||||
Cost of sales
|
(5,226
|
)
|
|
(11
|
)
|
|
(5,237
|
)
|
Gross profit
|
1,192
|
|
|
(11
|
)
|
|
1,181
|
|
Selling, general and administrative expenses
|
(507
|
)
|
|
(323
|
)
|
|
(830
|
)
|
Research and development expenses
|
(102
|
)
|
|
(2
|
)
|
|
(104
|
)
|
Operating profit (loss)
|
511
|
|
|
(336
|
)
|
|
175
|
|
Earnings (loss) from continuing operations before tax
|
657
|
|
|
(336
|
)
|
|
321
|
|
Income tax (provision) benefit
|
(48
|
)
|
|
103
|
|
|
55
|
|
Earnings (loss) from continuing operations
|
609
|
|
|
(233
|
)
|
|
376
|
|
Net earnings (loss)
|
605
|
|
|
(233
|
)
|
|
372
|
|
Net earnings (loss) attributable to Celanese Corporation
|
605
|
|
|
(233
|
)
|
|
372
|
|
Net earnings (loss) available to common stockholders
|
605
|
|
|
(233
|
)
|
|
372
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
|||
Continuing operations
|
3.84
|
|
|
(1.47
|
)
|
|
2.37
|
|
Discontinued operations
|
(0.02
|
)
|
|
—
|
|
|
(0.02
|
)
|
Net earnings (loss) - basic
|
3.82
|
|
|
(1.47
|
)
|
|
2.35
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
|
|||
Continuing operations
|
3.81
|
|
|
(1.46
|
)
|
|
2.35
|
|
Discontinued operations
|
(0.02
|
)
|
|
—
|
|
|
(0.02
|
)
|
Net earnings (loss) - diluted
|
3.79
|
|
|
(1.46
|
)
|
|
2.33
|
|
|
Year Ended December 31, 2011
|
|||||||
|
As Previously Reported
|
|
Effect of
Change
|
|
As Adjusted
|
|||
|
(In $ millions, except per share data)
|
|||||||
Cost of sales
|
(5,329
|
)
|
|
(17
|
)
|
|
(5,346
|
)
|
Gross profit
|
1,434
|
|
|
(17
|
)
|
|
1,417
|
|
Selling, general and administrative expenses
|
(536
|
)
|
|
(269
|
)
|
|
(805
|
)
|
Research and development expenses
|
(96
|
)
|
|
(2
|
)
|
|
(98
|
)
|
Operating profit (loss)
|
690
|
|
|
(288
|
)
|
|
402
|
|
Earnings (loss) from continuing operations before tax
|
755
|
|
|
(288
|
)
|
|
467
|
|
Income tax (provision) benefit
|
(149
|
)
|
|
108
|
|
|
(41
|
)
|
Earnings (loss) from continuing operations
|
606
|
|
|
(180
|
)
|
|
426
|
|
Net earnings (loss)
|
607
|
|
|
(180
|
)
|
|
427
|
|
Net earnings (loss) attributable to Celanese Corporation
|
607
|
|
|
(180
|
)
|
|
427
|
|
Net earnings (loss) available to common stockholders
|
607
|
|
|
(180
|
)
|
|
427
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
|||
Continuing operations
|
3.88
|
|
|
(1.16
|
)
|
|
2.72
|
|
Discontinued operations
|
0.01
|
|
|
—
|
|
|
0.01
|
|
Net earnings (loss) - basic
|
3.89
|
|
|
(1.16
|
)
|
|
2.73
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
|
|||
Continuing operations
|
3.81
|
|
|
(1.13
|
)
|
|
2.68
|
|
Discontinued operations
|
0.01
|
|
|
—
|
|
|
0.01
|
|
Net earnings (loss) - diluted
|
3.82
|
|
|
(1.13
|
)
|
|
2.69
|
|
|
Year Ended December 31, 2010
|
|||||||
|
As Previously Reported
|
|
Effect of
Change
|
|
As Adjusted
|
|||
|
(In $ millions, except per share data)
|
|||||||
Cost of sales
|
(4,738
|
)
|
|
(12
|
)
|
|
(4,750
|
)
|
Gross profit
|
1,180
|
|
|
(12
|
)
|
|
1,168
|
|
Selling, general and administrative expenses
|
(505
|
)
|
|
(93
|
)
|
|
(598
|
)
|
Research and development expenses
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
Operating profit (loss)
|
503
|
|
|
(105
|
)
|
|
398
|
|
Earnings (loss) from continuing operations before tax
|
538
|
|
|
(105
|
)
|
|
433
|
|
Income tax (provision) benefit
|
(112
|
)
|
|
40
|
|
|
(72
|
)
|
Earnings (loss) from continuing operations
|
426
|
|
|
(65
|
)
|
|
361
|
|
Net earnings (loss)
|
377
|
|
|
(65
|
)
|
|
312
|
|
Net earnings (loss) attributable to Celanese Corporation
|
377
|
|
|
(65
|
)
|
|
312
|
|
Net earnings (loss) available to common stockholders
|
374
|
|
|
(65
|
)
|
|
309
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
|||
Continuing operations
|
2.73
|
|
|
(0.42
|
)
|
|
2.31
|
|
Discontinued operations
|
(0.31
|
)
|
|
—
|
|
|
(0.31
|
)
|
Net earnings (loss) - basic
|
2.42
|
|
|
(0.42
|
)
|
|
2.00
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
|
|||
Continuing operations
|
2.69
|
|
|
(0.41
|
)
|
|
2.28
|
|
Discontinued operations
|
(0.31
|
)
|
|
—
|
|
|
(0.31
|
)
|
Net earnings (loss) - diluted
|
2.38
|
|
|
(0.41
|
)
|
|
1.97
|
|
|
Year Ended December 31, 2012
|
|||||||
|
As Previously
Reported
|
|
Effect of
Change
|
|
As Adjusted
|
|||
|
(In $ millions)
|
|||||||
Net earnings (loss)
|
605
|
|
|
(233
|
)
|
|
372
|
|
Pension and postretirement benefits
|
(244
|
)
|
|
233
|
|
|
(11
|
)
|
Total other comprehensive income (loss), net of tax
|
(232
|
)
|
|
233
|
|
|
1
|
|
|
Year Ended December 31, 2011
|
|||||||
|
As Previously
Reported
|
|
Effect of
Change
|
|
As Adjusted
|
|||
|
(In $ millions)
|
|||||||
Net earnings (loss)
|
607
|
|
|
(180
|
)
|
|
427
|
|
Pension and postretirement benefits
|
(180
|
)
|
|
180
|
|
|
—
|
|
Total other comprehensive income (loss), net of tax
|
(180
|
)
|
|
180
|
|
|
—
|
|
|
Year Ended December 31, 2010
|
|||||||
|
As Previously
Reported
|
|
Effect of
Change
|
|
As Adjusted
|
|||
|
(In $ millions)
|
|||||||
Net earnings (loss)
|
377
|
|
|
(65
|
)
|
|
312
|
|
Pension and postretirement benefits
|
(63
|
)
|
|
65
|
|
|
2
|
|
Total other comprehensive income (loss), net of tax
|
(10
|
)
|
|
65
|
|
|
55
|
|
|
As of December 31, 2012
|
|||||||
|
As Previously
Reported
|
|
Effect of
Change
|
|
As Adjusted
|
|||
|
(In $ millions)
|
|||||||
Retained earnings
|
2,986
|
|
|
(993
|
)
|
|
1,993
|
|
Accumulated other comprehensive income (loss), net
|
(1,082
|
)
|
|
993
|
|
|
(89
|
)
|
|
As of December 31, 2011
|
|||||||
|
As Previously
Reported
|
|
Effect of
Change
|
|
As Adjusted
|
|||
|
(In $ millions)
|
|||||||
Retained earnings
|
2,424
|
|
|
(760
|
)
|
|
1,664
|
|
Accumulated other comprehensive income (loss), net
|
(850
|
)
|
|
760
|
|
|
(90
|
)
|
|
2012
|
|||||||
|
As Previously
Reported
|
|
Effect of
Change
|
|
As Adjusted
|
|||
|
(In $ millions)
|
|||||||
Retained earnings as of the beginning of the period
|
2,424
|
|
|
(760
|
)
|
|
1,664
|
|
Net earnings (loss) attributable to Celanese Corporation
|
605
|
|
|
(233
|
)
|
|
372
|
|
Retained earnings as of the end of the period
|
2,986
|
|
|
(993
|
)
|
|
1,993
|
|
Accumulated other comprehensive income (loss), net as of the beginning of the period
|
(850
|
)
|
|
760
|
|
|
(90
|
)
|
Other comprehensive income (loss), net of tax
|
(232
|
)
|
|
233
|
|
|
1
|
|
Accumulated other comprehensive income (loss), net as of the end of the period
|
(1,082
|
)
|
|
993
|
|
|
(89
|
)
|
|
2011
|
|||||||
|
As Previously
Reported
|
|
Effect of
Change
|
|
As Adjusted
|
|||
|
(In $ millions)
|
|||||||
Retained earnings as of the beginning of the period
|
1,851
|
|
|
(580
|
)
|
|
1,271
|
|
Net earnings (loss) attributable to Celanese Corporation
|
607
|
|
|
(180
|
)
|
|
427
|
|
Retained earnings as of the end of the period
|
2,424
|
|
|
(760
|
)
|
|
1,664
|
|
Accumulated other comprehensive income (loss), net as of the beginning of the period
|
(670
|
)
|
|
580
|
|
|
(90
|
)
|
Other comprehensive income (loss), net of tax
|
(180
|
)
|
|
180
|
|
|
—
|
|
Accumulated other comprehensive income (loss), net as of the end of the period
|
(850
|
)
|
|
760
|
|
|
(90
|
)
|
|
2010
|
|||||||
|
As Previously
Reported
|
|
Effect of
Change
|
|
As Adjusted
|
|||
|
(In $ millions)
|
|||||||
Retained earnings as of the beginning of the period
|
1,505
|
|
|
(515
|
)
|
|
990
|
|
Net earnings (loss) attributable to Celanese Corporation
|
377
|
|
|
(65
|
)
|
|
312
|
|
Retained earnings as of the end of the period
|
1,851
|
|
|
(580
|
)
|
|
1,271
|
|
Accumulated other comprehensive income (loss), net as of the beginning of the period
|
(660
|
)
|
|
515
|
|
|
(145
|
)
|
Other comprehensive income (loss), net of tax
|
(10
|
)
|
|
65
|
|
|
55
|
|
Accumulated other comprehensive income (loss), net as of the end of the period
|
(670
|
)
|
|
580
|
|
|
(90
|
)
|
|
Year Ended December 31, 2012
|
|||||||
|
As Previously
Reported
|
|
Effect of
Change
|
|
As Adjusted
|
|||
|
(In $ millions)
|
|||||||
Net earnings (loss)
|
605
|
|
|
(233
|
)
|
|
372
|
|
Pension and postretirement benefit expense
|
—
|
|
|
9
|
|
|
9
|
|
Pension and postretirement contributions
|
—
|
|
|
(288
|
)
|
|
(288
|
)
|
Actuarial (gain) loss on pension and postretirement plans
|
—
|
|
|
389
|
|
|
389
|
|
Deferred income taxes, net
|
(73
|
)
|
|
(102
|
)
|
|
(175
|
)
|
Other liabilities
|
(249
|
)
|
|
225
|
|
|
(24
|
)
|
|
Year Ended December 31, 2011
|
|||||||
|
As Previously
Reported
|
|
Effect of
Change
|
|
As Adjusted
|
|||
|
(In $ millions)
|
|||||||
Net earnings (loss)
|
607
|
|
|
(180
|
)
|
|
427
|
|
Pension and postretirement benefit expense
|
—
|
|
|
30
|
|
|
30
|
|
Pension and postretirement contributions
|
—
|
|
|
(209
|
)
|
|
(209
|
)
|
Actuarial (gain) loss on pension and postretirement plans
|
—
|
|
|
306
|
|
|
306
|
|
Deferred income taxes, net
|
93
|
|
|
(108
|
)
|
|
(15
|
)
|
Other liabilities
|
(262
|
)
|
|
161
|
|
|
(101
|
)
|
|
Year Ended December 31, 2010
|
|||||||
|
As Previously
Reported
|
|
Effect of
Change
|
|
As Adjusted
|
|||
|
(In $ millions)
|
|||||||
Net earnings (loss)
|
377
|
|
|
(65
|
)
|
|
312
|
|
Pension and postretirement benefit expense
|
—
|
|
|
59
|
|
|
59
|
|
Pension and postretirement contributions
|
—
|
|
|
(81
|
)
|
|
(81
|
)
|
Actuarial (gain) loss on pension and postretirement plans
|
—
|
|
|
84
|
|
|
84
|
|
Deferred income taxes, net
|
15
|
|
|
(39
|
)
|
|
(24
|
)
|
Other liabilities
|
(102
|
)
|
|
42
|
|
|
(60
|
)
|
|
Year Ended December 31, 2012
|
|||||||
|
As Previously
Reported
|
|
Effect of
Change
|
|
As Adjusted
|
|||
|
(In $ millions)
|
|||||||
Operating Profit (Loss)
|
|
|
|
|
|
|
||
Advanced Engineered Materials
|
86
|
|
|
9
|
|
|
95
|
|
Consumer Specialties
|
244
|
|
|
7
|
|
|
251
|
|
Industrial Specialties
|
82
|
|
|
4
|
|
|
86
|
|
Acetyl Intermediates
|
263
|
|
|
6
|
|
|
269
|
|
Other Activities
|
(164
|
)
|
|
(362
|
)
|
|
(526
|
)
|
Total
|
511
|
|
|
(336
|
)
|
|
175
|
|
|
Year Ended December 31, 2011
|
|||||||
|
As Previously
Reported
|
|
Effect of
Change
|
|
As Adjusted
|
|||
|
(In $ millions)
|
|||||||
Operating Profit (Loss)
|
|
|
|
|
|
|||
Advanced Engineered Materials
|
76
|
|
|
3
|
|
|
79
|
|
Consumer Specialties
|
227
|
|
|
2
|
|
|
229
|
|
Industrial Specialties
|
100
|
|
|
2
|
|
|
102
|
|
Acetyl Intermediates
|
459
|
|
|
(1
|
)
|
|
458
|
|
Other Activities
|
(172
|
)
|
|
(294
|
)
|
|
(466
|
)
|
Total
|
690
|
|
|
(288
|
)
|
|
402
|
|
|
Year Ended December 31, 2010
|
|||||||
|
As Previously
Reported
|
|
Effect of
Change
|
|
As Adjusted
|
|||
|
(In $ millions)
|
|||||||
Operating Profit (Loss)
|
|
|
|
|
|
|||
Advanced Engineered Materials
|
186
|
|
|
(4
|
)
|
|
182
|
|
Consumer Specialties
|
164
|
|
|
(1
|
)
|
|
163
|
|
Industrial Specialties
|
89
|
|
|
—
|
|
|
89
|
|
Acetyl Intermediates
|
243
|
|
|
(6
|
)
|
|
237
|
|
Other Activities
|
(179
|
)
|
|
(94
|
)
|
|
(273
|
)
|
Total
|
503
|
|
|
(105
|
)
|
|
398
|
|
•
|
Cash and cash equivalents
|
•
|
Inventories
|
•
|
Investments in marketable securities
|
•
|
Investments in affiliates
|
•
|
Property, plant and equipment, net
|
Land improvements
|
20 years
|
Buildings and improvements
|
30 years
|
Machinery and equipment
|
20 years
|
•
|
Goodwill and other intangible assets
|
•
|
Financial instruments
|
•
|
Concentrations of credit risk
|
•
|
Allowance for doubtful accounts
|
•
|
Deferred financing costs
|
•
|
Environmental liabilities
|
•
|
Legal fees
|
•
|
Revenue recognition
|
•
|
Research and development
|
•
|
Insurance loss reserves
|
•
|
Income taxes
|
•
|
Functional and reporting currencies
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Employee termination benefits
|
(5
|
)
|
|
(4
|
)
|
|
(15
|
)
|
Asset impairments
|
(8
|
)
|
|
—
|
|
|
(72
|
)
|
Total exit costs recorded to Other (charges) gains, net
|
(13
|
)
|
|
(4
|
)
|
|
(87
|
)
|
|
|
|
|
|
|
|||
Accelerated depreciation
|
(6
|
)
|
|
(7
|
)
|
|
(6
|
)
|
Other
|
(5
|
)
|
|
(3
|
)
|
|
—
|
|
Total plant shutdown costs
|
(11
|
)
|
|
(10
|
)
|
|
(6
|
)
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Employee termination benefits
|
(2
|
)
|
|
(4
|
)
|
|
(6
|
)
|
Asset impairments
|
—
|
|
|
—
|
|
|
(1
|
)
|
Contract termination costs
|
—
|
|
|
—
|
|
|
(3
|
)
|
Reindustrialization costs
|
—
|
|
|
—
|
|
|
(3
|
)
|
Other
|
—
|
|
|
—
|
|
|
1
|
|
Total exit costs recorded to Other (charges) gains, net
|
(2
|
)
|
|
(4
|
)
|
|
(12
|
)
|
|
|
|
|
|
|
|||
Gain (loss) on disposition of assets, net
|
—
|
|
|
1
|
|
|
—
|
|
Inventory write-offs
|
—
|
|
|
—
|
|
|
(4
|
)
|
Accelerated depreciation
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
(8
|
)
|
|
(4
|
)
|
|
(8
|
)
|
Total plant shutdown costs
|
(8
|
)
|
|
(3
|
)
|
|
(12
|
)
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Realized gain on sale of securities
|
—
|
|
|
—
|
|
|
8
|
|
Realized loss on sale of securities
|
—
|
|
|
—
|
|
|
—
|
|
Net realized gain (loss) on sale of securities
|
—
|
|
|
—
|
|
|
8
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Mutual Funds
|
|
|
|
||
Cost basis
|
53
|
|
|
64
|
|
Gross unrealized gain
|
—
|
|
|
—
|
|
Gross unrealized loss
|
—
|
|
|
—
|
|
Fair value
|
53
|
|
|
64
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Trade receivables - third party and affiliates
|
836
|
|
|
880
|
|
Allowance for doubtful accounts - third party and affiliates
|
(9
|
)
|
|
(9
|
)
|
Trade receivables - third party and affiliates, net
|
827
|
|
|
871
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Non-income taxes receivable
|
80
|
|
|
82
|
|
Reinsurance receivables
|
22
|
|
|
24
|
|
Income taxes receivable
|
53
|
|
|
66
|
|
Other
|
55
|
|
|
64
|
|
Allowance for doubtful accounts - other
|
(1
|
)
|
|
(1
|
)
|
Non-trade receivables, net
|
209
|
|
|
235
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Finished goods
|
514
|
|
|
511
|
|
Work-in-process
|
42
|
|
|
38
|
|
Raw materials and supplies
|
155
|
|
|
163
|
|
Total
|
711
|
|
|
712
|
|
|
Ownership
Percentage
as of
|
|
Carrying
Value as of
|
|
Share of
Earnings (Loss)
Year Ended
|
|
Dividends and
Other Distributions
Year Ended
|
||||||||||||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||
|
(In percentages)
|
|
(In $ millions)
|
||||||||||||||||||||||||
Advanced Engineered Materials
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ibn Sina
|
25
|
|
25
|
|
55
|
|
|
54
|
|
|
130
|
|
|
112
|
|
|
81
|
|
|
(126
|
)
|
|
(111
|
)
|
|
(84
|
)
|
Fortron Industries LLC
|
50
|
|
50
|
|
92
|
|
|
87
|
|
|
9
|
|
|
7
|
|
|
5
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
Korea Engineering Plastics Co., Ltd.
|
50
|
|
50
|
|
153
|
|
|
150
|
|
|
19
|
|
|
23
|
|
|
20
|
|
|
(23
|
)
|
|
(22
|
)
|
|
(20
|
)
|
Polyplastics Co., Ltd.
(3)
|
45
|
|
45
|
|
138
|
|
|
202
|
|
|
32
|
|
|
19
|
|
|
37
|
|
|
(81
|
)
|
|
(45
|
)
|
|
(10
|
)
|
Una SA
(1)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
Other Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
InfraServ GmbH & Co. Gendorf KG
|
39
|
|
39
|
|
36
|
|
|
33
|
|
|
9
|
|
|
10
|
|
|
4
|
|
|
(7
|
)
|
|
(3
|
)
|
|
(2
|
)
|
InfraServ GmbH & Co. Hoechst KG
(4)
|
32
|
|
32
|
|
143
|
|
|
125
|
|
|
38
|
|
|
16
|
|
|
16
|
|
|
(18
|
)
|
|
(16
|
)
|
|
(18
|
)
|
InfraServ GmbH & Co. Knapsack KG
|
27
|
|
27
|
|
22
|
|
|
21
|
|
|
5
|
|
|
5
|
|
|
4
|
|
|
(4
|
)
|
|
(5
|
)
|
|
(4
|
)
|
Consumer Specialties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sherbrooke Capital Health and
Wellness, L.P.
(2)
|
10
|
|
10
|
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
|
|
644
|
|
|
677
|
|
|
242
|
|
|
192
|
|
|
168
|
|
|
(262
|
)
|
|
(205
|
)
|
|
(138
|
)
|
(1)
|
The Company divested this investment in March 2011.
|
(2)
|
The Company accounts for its ownership interest in Sherbrooke Capital Health and Wellness, L.P. under the equity method of accounting because the Company is able to exercise significant influence.
|
(3)
|
During the year ended December 31, 2012, the Company amended its existing joint venture and other related agreements with Polyplastics Co., Ltd. The amended agreements, among other items, modified certain dividend rights, resulting in a net cash dividend payment to the Company of
$72 million
during the three months ended March 31, 2012.
|
(4)
|
InfraServ GmbH & Co. Hoechst KG is owned primarily by an entity included in the Company's Other Activities. The Company's Consumer Specialties segment and Acetyl Intermediates segment also each hold an ownership percentage. During the year ended December 31, 2012, a subsidiary of InfraServ GmbH & Co. Hoechst KG restructured its debt resulting in additional net earnings of affiliates of
$22 million
attributable to the Company.
|
|
As of September 30,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Current assets
|
379
|
|
|
350
|
|
Noncurrent assets
|
205
|
|
|
210
|
|
Current liabilities
|
172
|
|
|
162
|
|
Noncurrent liabilities
|
56
|
|
|
41
|
|
|
Twelve Months Ended
September 30,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Revenues
|
1,328
|
|
|
1,204
|
|
|
923
|
|
Gross profit
|
659
|
|
|
546
|
|
|
403
|
|
Net income
|
582
|
|
|
481
|
|
|
357
|
|
|
Ownership
Percentage
as of
|
|
Carrying
Value
as of
|
|
Dividend
Income for the
Year Ended
|
|||||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
|||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2010
|
|||||
|
(In percentages)
|
|
(In $ millions)
|
|||||||||||||||
Consumer Specialties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Kunming Cellulose Fibers Co. Ltd.
|
30
|
|
30
|
|
14
|
|
|
14
|
|
|
13
|
|
|
12
|
|
|
11
|
|
Nantong Cellulose Fibers Co. Ltd.
|
31
|
|
31
|
|
106
|
|
|
97
|
|
|
59
|
|
|
56
|
|
|
51
|
|
Zhuhai Cellulose Fibers Co. Ltd.
|
30
|
|
30
|
|
14
|
|
|
14
|
|
|
11
|
|
|
10
|
|
|
9
|
|
Other Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
InfraServ GmbH & Co. Wiesbaden KG
|
8
|
|
8
|
|
6
|
|
|
6
|
|
|
2
|
|
|
2
|
|
|
2
|
|
Other
|
|
|
|
|
16
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
|
|
156
|
|
|
147
|
|
|
85
|
|
|
80
|
|
|
73
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Purchases
|
163
|
|
|
190
|
|
|
169
|
|
Sales
|
1
|
|
|
10
|
|
|
8
|
|
Interest income
|
—
|
|
|
1
|
|
|
1
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Non-trade receivables
|
11
|
|
|
15
|
|
Total due from affiliates
|
11
|
|
|
15
|
|
|
|
|
|
||
Short-term borrowings
|
36
|
|
|
34
|
|
Trade payables
|
9
|
|
|
4
|
|
Current Other liabilities
|
6
|
|
|
8
|
|
Total due to affiliates
|
51
|
|
|
46
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Land
|
49
|
|
|
56
|
|
Land improvements
|
45
|
|
|
41
|
|
Buildings and building improvements
|
675
|
|
|
636
|
|
Machinery and equipment
|
3,760
|
|
|
3,514
|
|
Construction in progress
|
327
|
|
|
338
|
|
Gross asset value
|
4,856
|
|
|
4,585
|
|
Accumulated depreciation
|
(1,506
|
)
|
|
(1,316
|
)
|
Net book value
|
3,350
|
|
|
3,269
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Buildings
|
34
|
|
|
33
|
|
Machinery and equipment
|
290
|
|
|
274
|
|
Accumulated depreciation
|
(122
|
)
|
|
(96
|
)
|
Net book value
|
202
|
|
|
211
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Capitalized interest
|
7
|
|
|
4
|
|
|
2
|
|
Depreciation expense
|
261
|
|
|
232
|
|
|
195
|
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Total
|
|||||
|
(In $ millions)
|
|||||||||||||
As of December 31, 2010
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
299
|
|
|
249
|
|
|
35
|
|
|
191
|
|
|
774
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net book value
|
299
|
|
|
249
|
|
|
35
|
|
|
191
|
|
|
774
|
|
Acquisitions (
Note 4
)
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Exchange rate changes
|
(5
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
(15
|
)
|
As of December 31, 2011
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
294
|
|
|
246
|
|
|
35
|
|
|
185
|
|
|
760
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net book value
|
294
|
|
|
246
|
|
|
35
|
|
|
185
|
|
|
760
|
|
Acquisitions (
Note 4
)
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
Exchange rate changes
|
3
|
|
|
3
|
|
|
—
|
|
|
4
|
|
|
10
|
|
As of December 31, 2012
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
297
|
|
|
249
|
|
|
42
|
|
|
189
|
|
|
777
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net book value
|
297
|
|
|
249
|
|
|
42
|
|
|
189
|
|
|
777
|
|
|
Licenses
|
|
Customer-
Related
Intangible
Assets
|
|
Developed
Technology
|
|
Covenants
Not to
Compete
and Other
|
|
Total
|
|
|||||
|
(In $ millions)
|
|
|||||||||||||
Gross Asset Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010
|
30
|
|
|
526
|
|
|
20
|
|
|
25
|
|
|
601
|
|
|
Acquisitions (
Note 4
)
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|
Exchange rate changes
|
2
|
|
|
(13
|
)
|
|
—
|
|
|
(1
|
)
|
|
(12
|
)
|
|
As of December 31, 2011
|
32
|
|
|
513
|
|
|
27
|
|
|
24
|
|
|
596
|
|
|
Acquisitions (
Note 4
)
|
—
|
|
|
4
|
|
|
3
|
|
|
8
|
|
|
15
|
|
(1)
|
Exchange rate changes
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
As of December 31, 2012
|
32
|
|
|
525
|
|
|
30
|
|
|
32
|
|
|
619
|
|
|
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2010
|
(10
|
)
|
|
(395
|
)
|
|
(11
|
)
|
|
(14
|
)
|
|
(430
|
)
|
|
Amortization
|
(3
|
)
|
|
(52
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
(62
|
)
|
|
Exchange rate changes
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
As of December 31, 2011
|
(13
|
)
|
|
(433
|
)
|
|
(14
|
)
|
|
(18
|
)
|
|
(478
|
)
|
|
Amortization
|
(3
|
)
|
|
(40
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|
(51
|
)
|
|
Exchange rate changes
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
As of December 31, 2012
|
(16
|
)
|
|
(480
|
)
|
|
(17
|
)
|
|
(23
|
)
|
|
(536
|
)
|
|
Net book value
|
16
|
|
|
45
|
|
|
13
|
|
|
9
|
|
|
83
|
|
|
(1)
|
Weighted average amortization period of intangible assets acquired was
8 years
.
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Salaries and benefits
|
74
|
|
|
101
|
|
Environmental (
Note 15
)
|
21
|
|
|
25
|
|
Restructuring (
Note 17
)
|
30
|
|
|
44
|
|
Insurance
|
15
|
|
|
19
|
|
Asset retirement obligations
|
38
|
|
|
22
|
|
Derivatives (
Note 21
)
|
23
|
|
|
26
|
|
Current portion of benefit obligations (
Note 14
)
|
47
|
|
|
47
|
|
Interest
|
23
|
|
|
25
|
|
Sales and use tax/foreign withholding tax payable
|
17
|
|
|
16
|
|
Uncertain tax positions (
Note 18
)
|
65
|
|
|
70
|
|
Customer rebates
|
44
|
|
|
55
|
|
Other
|
78
|
|
|
89
|
|
Total
|
475
|
|
|
539
|
|
(1)
|
Primarily relates to proceeds received from the Frankfurt, Germany Airport as part of a settlement for the Company to cease operations and sell its Kelsterbach, Germany manufacturing site, included in the Advanced Engineered Materials segment (
Note 27
). Such proceeds will be deferred until the transfer of title to the Frankfurt, Germany Airport.
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Balance at beginning of year
|
64
|
|
|
77
|
|
|
67
|
|
Additions
(1)
|
3
|
|
|
—
|
|
|
—
|
|
Accretion
|
3
|
|
|
3
|
|
|
3
|
|
Payments
|
(12
|
)
|
|
(10
|
)
|
|
(15
|
)
|
Revisions to cash flow estimates
(2)
|
5
|
|
|
(5
|
)
|
|
23
|
|
Exchange rate changes
|
1
|
|
|
(1
|
)
|
|
(1
|
)
|
Balance at end of year
|
64
|
|
|
64
|
|
|
77
|
|
(1)
|
Primarily relates to sites which management no longer considers to have an indeterminate life.
|
(2)
|
Primarily relates to revisions to the estimated cost of future plant closures.
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
|
|
|
|
||
Current installments of long-term debt
|
60
|
|
|
38
|
|
Short-term borrowings, including amounts due to affiliates
|
108
|
|
|
106
|
|
Total
|
168
|
|
|
144
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Long-Term Debt
|
|
|
|
||
Senior credit facilities - Term C loan due 2016
|
977
|
|
|
1,386
|
|
Senior unsecured notes due 2018, interest rate of 6.625%
|
600
|
|
|
600
|
|
Senior unsecured notes due 2021, interest rate of 5.875%
|
400
|
|
|
400
|
|
Senior unsecured notes due 2022, interest rate of 4.625%
|
500
|
|
|
—
|
|
Credit-linked revolving facility due 2014, interest rate of 1.8%
|
50
|
|
|
—
|
|
Pollution control and industrial revenue bonds, interest rates ranging from 5.7% to 6.7%, due at various dates through 2030
|
182
|
|
|
182
|
|
Obligations under capital leases due at various dates through 2054
|
244
|
|
|
248
|
|
Other bank obligations due 2017, interest rate of 5.9%
|
37
|
|
|
95
|
|
Subtotal
|
2,990
|
|
|
2,911
|
|
Current installments of long-term debt
|
(60
|
)
|
|
(38
|
)
|
Total
|
2,930
|
|
|
2,873
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Interest expense
|
4
|
|
|
4
|
|
|
7
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Noncurrent Other assets
|
30
|
|
|
28
|
|
|
As of December 31, 2012
|
||||
|
Estimated Total Net
Leverage Ratio |
|
Estimated
Margin
|
||
Credit-linked revolving facility
|
1.60
|
|
|
1.50
|
%
|
Term C
|
1.60
|
|
|
2.75
|
%
|
Credit-Linked Revolving Facility
|
|
Term C Loan Facility
|
||||
Total Net Leverage Ratio
|
|
Margin over LIBOR
or EURIBOR
|
|
Total Net Leverage Ratio
|
|
Margin over LIBOR
or EURIBOR
|
< = 2.25
|
|
1.50 %
|
|
< = 1.75
|
|
2.75 %
|
> 2.25
|
|
1.75 %
|
|
> 1.75 and < = 2.25
|
|
3.00 %
|
|
|
|
|
> 2.25
|
|
3.25 %
|
|
As of December 31, 2012
|
||||||||||
|
First Lien Senior Secured Leverage Ratio
|
|
|
||||||||
|
|
|
|
|
Estimate, if Fully Drawn
|
|
Borrowing
Capacity
|
||||
|
Maximum
|
|
Estimate
|
|
|
||||||
|
|
|
|
|
|
|
(In $ millions)
|
||||
Revolving credit facility
|
3.90
|
|
|
0.88
|
|
|
1.37
|
|
|
600
|
|
|
As of December 31,
2012 |
|
|
(In $ millions)
|
|
Revolving Credit Facility
|
|
|
Borrowings outstanding
|
—
|
|
Letters of credit issued
|
—
|
|
Available for borrowing
|
600
|
|
Credit-Linked Revolving Facility
|
|
|
Borrowings outstanding
|
50
|
|
Letters of credit issued
|
70
|
|
Available for borrowing
|
108
|
|
•
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, any underfunding may be borne by the remaining participants, especially since regulations strictly enforce funding requirements.
|
•
|
If the Company chooses to stop participating in the multiemployer plan, the Company may be required to pay the plan an amount based on the underfunded status of the plan, referred to as the withdrawal liability.
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Defined contribution plans
|
17
|
|
|
15
|
|
|
14
|
|
Multiemployer pension plan
|
6
|
|
|
6
|
|
|
6
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
|
As Adjusted (Note 2)
|
||||||||||
|
(In $ millions)
|
||||||||||
Change in Projected Benefit Obligation
|
|
|
|
|
|
|
|
||||
Projected benefit obligation as of beginning of period
|
3,761
|
|
|
3,533
|
|
|
281
|
|
|
282
|
|
Service cost
|
28
|
|
|
28
|
|
|
1
|
|
|
1
|
|
Interest cost
|
170
|
|
|
182
|
|
|
11
|
|
|
13
|
|
Participant contributions
|
—
|
|
|
—
|
|
|
22
|
|
|
21
|
|
Plan amendments
|
—
|
|
|
(3
|
)
|
|
4
|
|
|
—
|
|
Net actuarial (gain) loss
(1)
|
466
|
|
|
274
|
|
|
12
|
|
|
13
|
|
Settlements
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Benefits paid
|
(242
|
)
|
|
(236
|
)
|
|
(46
|
)
|
|
(53
|
)
|
Federal subsidy on Medicare Part D
|
—
|
|
|
—
|
|
|
6
|
|
|
4
|
|
Curtailments
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
16
|
|
|
(15
|
)
|
|
1
|
|
|
—
|
|
Projected benefit obligation as of end of period
|
4,199
|
|
|
3,761
|
|
|
292
|
|
|
281
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
||||
Fair value of plan assets as of beginning of period
|
2,562
|
|
|
2,460
|
|
|
—
|
|
|
—
|
|
Actual return on plan assets
|
294
|
|
|
169
|
|
|
—
|
|
|
—
|
|
Employer contributions
|
270
|
|
|
181
|
|
|
24
|
|
|
32
|
|
Participant contributions
|
—
|
|
|
—
|
|
|
22
|
|
|
21
|
|
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Benefits paid
(4)
|
(242
|
)
|
|
(236
|
)
|
|
(46
|
)
|
|
(53
|
)
|
Exchange rate changes
|
12
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
Fair value of plan assets as of end of period
|
2,896
|
|
|
2,562
|
|
|
—
|
|
|
—
|
|
Funded status as of end of period
|
(1,303
|
)
|
|
(1,199
|
)
|
|
(292
|
)
|
|
(281
|
)
|
Amounts Recognized in the Consolidated Balance Sheets Consist of:
|
|
|
|
|
|
|
|
||||
Noncurrent Other assets
|
26
|
|
|
27
|
|
|
—
|
|
|
—
|
|
Current Other liabilities
|
(23
|
)
|
|
(22
|
)
|
|
(24
|
)
|
|
(25
|
)
|
Benefit obligations
|
(1,306
|
)
|
|
(1,204
|
)
|
|
(268
|
)
|
|
(256
|
)
|
Net amount recognized
|
(1,303
|
)
|
|
(1,199
|
)
|
|
(292
|
)
|
|
(281
|
)
|
Amounts Recognized in Accumulated Other Comprehensive Income Consist of:
|
|
|
|
|
|
|
|
||||
Net actuarial (gain) loss
(2)
|
9
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Prior service (benefit) cost
(3)
|
6
|
|
|
7
|
|
|
4
|
|
|
1
|
|
Net amount recognized
|
15
|
|
|
6
|
|
|
4
|
|
|
1
|
|
(1)
|
Primarily relates to change in discount rates.
|
(2)
|
Relates to the pension plans of the Company's equity method investments.
|
(3)
|
Amount shown net of an income tax benefit of
$4 million
and
$3 million
as of
December 31, 2012
and
2011
, respectively, in the consolidated statements of equity (
Note 16
).
|
(4)
|
Includes benefit payments to nonqualified pension plans of
$22 million
and
$22 million
as of
December 31, 2012
and
2011
, respectively.
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Projected benefit obligation
|
3,986
|
|
|
3,540
|
|
Fair value of plan assets
|
2,657
|
|
|
2,314
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Accumulated benefit obligation
|
3,881
|
|
|
3,468
|
|
Fair value of plan assets
|
2,654
|
|
|
2,300
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Accumulated benefit obligation
|
4,096
|
|
|
3,697
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
As Adjusted (Note 2)
|
||||||||||||||||
|
(In $ millions)
|
||||||||||||||||
Service cost
|
28
|
|
|
28
|
|
|
30
|
|
|
1
|
|
|
1
|
|
|
1
|
|
Interest cost
|
170
|
|
|
182
|
|
|
188
|
|
|
11
|
|
|
13
|
|
|
15
|
|
Expected return on plan assets
|
(204
|
)
|
|
(195
|
)
|
|
(176
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of prior service cost
|
2
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Recognized actuarial (gain) loss
|
377
|
|
|
293
|
|
|
74
|
|
|
12
|
|
|
13
|
|
|
10
|
|
Curtailment (gain) loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Settlement (gain) loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
373
|
|
|
309
|
|
|
117
|
|
|
25
|
|
|
27
|
|
|
26
|
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||
|
(In $ millions)
|
||||
Prior service cost
|
1
|
|
|
—
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Nonqualified Trust Assets
|
|
|
|
||
Marketable securities, at fair value
|
53
|
|
|
64
|
|
Noncurrent Other assets, consisting of insurance contracts
|
66
|
|
|
69
|
|
Nonqualified Pension Obligations
|
|
|
|
||
Current Other liabilities
|
22
|
|
|
21
|
|
Benefit obligations
|
264
|
|
|
248
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Total
|
17
|
|
|
18
|
|
|
18
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||
|
As of December 31,
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
(In percentages)
|
||||||
Discount Rate Obligations
|
|
|
|
|
|
|
|
US plans
|
3.80
|
|
4.60
|
|
3.40
|
|
4.30
|
International plans
|
3.55
|
|
4.70
|
|
3.82
|
|
4.10
|
Combined
|
3.77
|
|
4.61
|
|
3.45
|
|
4.28
|
Rate of Compensation Increase
|
|
|
|
|
|
|
|
US plans
|
4.00
|
|
4.00
|
|
|
|
|
International plans
|
2.85
|
|
2.63
|
|
|
|
|
Combined
|
3.81
|
|
3.58
|
|
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
(In percentages)
|
||||||||||
Discount Rate Obligations
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
4.60
|
|
5.30
|
|
5.90
|
|
4.30
|
|
4.90
|
|
5.50
|
International plans
|
4.70
|
|
5.05
|
|
5.41
|
|
4.04
|
|
4.95
|
|
5.49
|
Combined
|
4.61
|
|
5.26
|
|
5.83
|
|
4.27
|
|
4.91
|
|
5.50
|
Expected Return on Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
8.50
|
|
8.50
|
|
8.50
|
|
|
|
|
|
|
International plans
|
6.00
|
|
6.00
|
|
6.07
|
|
|
|
|
|
|
Combined
|
8.06
|
|
8.06
|
|
8.06
|
|
|
|
|
|
|
Rate of Compensation Increase
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
4.00
|
|
4.00
|
|
4.00
|
|
|
|
|
|
|
International plans
|
2.88
|
|
2.66
|
|
2.94
|
|
|
|
|
|
|
Combined
|
3.84
|
|
3.58
|
|
3.84
|
|
|
|
|
|
|
|
Trend Rate Change
|
||||
|
Decreases 1%
|
|
Increases 1%
|
||
|
(In $ millions)
|
||||
Postretirement obligations
|
5
|
|
|
6
|
|
Service and interest cost
|
—
|
|
|
—
|
|
|
US
Plans
|
|
International
Plans
|
|
(In percentages)
|
||
Bonds - domestic to plans
|
53
|
|
81
|
Equities - domestic to plans
|
26
|
|
13
|
Equities - international to plans
|
20
|
|
3
|
Other
|
1
|
|
3
|
Total
|
100
|
|
100
|
|
Fair Value Measurement
|
||||||||||||||||
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Total
|
||||||||||||
|
As of December 31,
|
||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||
|
(In $ millions)
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
15
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
14
|
|
Common/collective trusts
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loans
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|
—
|
|
Equities
|
—
|
|
|
—
|
|
|
176
|
|
|
153
|
|
|
176
|
|
|
153
|
|
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Swaps
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
|
10
|
|
|
10
|
|
Other
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
US companies
|
359
|
|
|
327
|
|
|
—
|
|
|
—
|
|
|
359
|
|
|
327
|
|
International companies
|
450
|
|
|
358
|
|
|
—
|
|
|
—
|
|
|
450
|
|
|
358
|
|
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Collateralized mortgage obligations
|
—
|
|
|
—
|
|
|
2
|
|
|
6
|
|
|
2
|
|
|
6
|
|
Corporate debt
|
—
|
|
|
1
|
|
|
822
|
|
|
761
|
|
|
822
|
|
|
762
|
|
Treasuries, other debt
|
102
|
|
|
36
|
|
|
349
|
|
|
375
|
|
|
451
|
|
|
411
|
|
Mortgage backed securities
|
—
|
|
|
—
|
|
|
31
|
|
|
44
|
|
|
31
|
|
|
44
|
|
Registered investment companies
|
—
|
|
|
—
|
|
|
278
|
|
|
282
|
|
|
278
|
|
|
282
|
|
Securities lending collateral
|
10
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
63
|
|
Short-term investments
|
—
|
|
|
—
|
|
|
229
|
|
|
186
|
|
|
229
|
|
|
186
|
|
Insurance contracts
|
—
|
|
|
—
|
|
|
31
|
|
|
29
|
|
|
31
|
|
|
29
|
|
Other
|
22
|
|
|
7
|
|
|
8
|
|
|
10
|
|
|
30
|
|
|
17
|
|
Total assets
|
958
|
|
|
806
|
|
|
1,992
|
|
|
1,856
|
|
|
2,950
|
|
|
2,662
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Swaps
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
|
10
|
|
|
10
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Obligations under securities lending
|
10
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
63
|
|
Total liabilities
|
10
|
|
|
63
|
|
|
10
|
|
|
11
|
|
|
20
|
|
|
74
|
|
Total net assets
(1)
|
948
|
|
|
743
|
|
|
1,982
|
|
|
1,845
|
|
|
2,930
|
|
|
2,588
|
|
(1)
|
Total net assets excludes non-financial plan receivables and payables of
$29 million
and
$63 million
, respectively, as of
December 31, 2012
and
$38 million
and
$64 million
, respectively, as of
December 31, 2011
. Non-financial items include due to/from broker, interest receivables and accrued expenses.
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
As of the beginning of the year
|
—
|
|
|
26
|
|
Unrealized gain (loss)
|
—
|
|
|
3
|
|
Purchases, sales, issuances and settlements, net
|
—
|
|
|
(29
|
)
|
As of the end of the year
|
—
|
|
|
—
|
|
|
|
|
Postretirement Benefit
|
|||||
|
Pension
Benefit
Payments
(1)
|
|
Payments
|
|
Expected
Federal
Subsidy
|
|||
|
(In $ millions)
|
|||||||
2013
|
237
|
|
|
54
|
|
|
6
|
|
2014
|
236
|
|
|
55
|
|
|
6
|
|
2015
|
236
|
|
|
56
|
|
|
6
|
|
2016
|
237
|
|
|
55
|
|
|
2
|
|
2017
|
241
|
|
|
54
|
|
|
2
|
|
2018-2021
|
1,250
|
|
|
260
|
|
|
6
|
|
(1)
|
Payments are expected to be made primarily from plan assets.
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Long-term disability
|
22
|
|
|
26
|
|
Other
|
6
|
|
|
6
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Capital expenditures
|
40
|
|
|
30
|
|
|
19
|
|
Other expenditures
(1)
|
45
|
|
|
41
|
|
|
47
|
|
(1)
|
Includes expenditures for US Superfund sites of
$2 million
,
$2 million
and
$2 million
for the years ended
December 31, 2012
,
2011
and
2010
, respectively.
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Cost of sales
|
10
|
|
|
2
|
|
|
1
|
|
Selling, general and administrative expenses
|
3
|
|
|
6
|
|
|
8
|
|
|
As of December 31, 2012
|
||||
|
Ownership
|
|
Liability
|
|
Reserves
(1)
|
|
(In percentages)
|
|
(In $ millions)
|
||
InfraServ GmbH & Co. Gendorf KG
|
39
|
|
10
|
|
11
|
InfraServ GmbH & Co. Knapsack KG
|
27
|
|
22
|
|
1
|
InfraServ GmbH & Co. Hoechst KG
|
32
|
|
40
|
|
74
|
(1)
|
Gross reserves maintained by the respective InfraServ entity.
|
|
Year Ended December 31,
|
|
Total From
February 2008 Through
|
||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
December 31, 2012
|
||||||||
Shares repurchased
|
1,059,719
|
|
(1)
|
652,016
|
|
|
1,667,592
|
|
|
13,142,527
|
|
||||
Average purchase price per share
|
$
|
42.44
|
|
|
$
|
46.99
|
|
|
$
|
28.77
|
|
|
$
|
38.14
|
|
Amount spent on repurchased shares (in millions)
|
$
|
45
|
|
|
$
|
31
|
|
|
$
|
48
|
|
|
$
|
501
|
|
(1)
|
Excludes
5,823
shares withheld from employee to cover statutory minimum withholding requirements for personal income taxes related to the vesting of restricted stock. Restricted stock is considered outstanding at the time of issuance and therefore, the shares withheld are treated as treasury shares.
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||||||||
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount
|
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount
|
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount
|
|||||||||
|
As Adjusted (Note 2)
|
|||||||||||||||||||||||||
|
(In $ millions)
|
|||||||||||||||||||||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
Foreign currency translation
|
13
|
|
|
(8
|
)
|
|
5
|
|
|
(29
|
)
|
|
2
|
|
|
(27
|
)
|
|
26
|
|
|
11
|
|
|
37
|
|
Unrealized gain (loss) on interest rate swaps
|
10
|
|
|
(3
|
)
|
|
7
|
|
|
37
|
|
|
(10
|
)
|
|
27
|
|
|
32
|
|
|
(15
|
)
|
|
17
|
|
Pension and postretirement benefits
|
(12
|
)
|
|
1
|
|
|
(11
|
)
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Total
|
11
|
|
|
(10
|
)
|
|
1
|
|
|
6
|
|
|
(6
|
)
|
|
—
|
|
|
60
|
|
|
(5
|
)
|
|
55
|
|
|
Unrealized
Gain (Loss) on
Marketable
Securities
|
|
Foreign
Currency
Translation
|
|
Unrealized
Gain (Loss)
on Interest
Rate Swaps
|
|
Pension
and
Postretirement
Benefits
|
|
Accumulated
Other
Comprehensive
Income
(Loss), Net
|
|||||
|
As Adjusted (Note 2)
|
|||||||||||||
|
(In $ millions)
|
|||||||||||||
As of December 31, 2009
|
—
|
|
|
(38
|
)
|
|
(101
|
)
|
|
(6
|
)
|
|
(145
|
)
|
Current period change
|
—
|
|
|
26
|
|
|
32
|
|
|
2
|
|
|
60
|
|
Income tax (provision) benefit
|
(1
|
)
|
|
11
|
|
|
(15
|
)
|
|
—
|
|
|
(5
|
)
|
As of December 31, 2010
|
(1
|
)
|
|
(1
|
)
|
|
(84
|
)
|
|
(4
|
)
|
|
(90
|
)
|
Current period change
|
—
|
|
|
(29
|
)
|
|
37
|
|
|
(2
|
)
|
|
6
|
|
Income tax (provision) benefit
|
—
|
|
|
2
|
|
|
(10
|
)
|
|
2
|
|
|
(6
|
)
|
As of December 31, 2011
|
(1
|
)
|
|
(28
|
)
|
|
(57
|
)
|
|
(4
|
)
|
|
(90
|
)
|
Current period change
|
—
|
|
|
13
|
|
|
10
|
|
|
(12
|
)
|
|
11
|
|
Income tax (provision) benefit
|
—
|
|
|
(8
|
)
|
|
(3
|
)
|
|
1
|
|
|
(10
|
)
|
As of December 31, 2012
|
(1
|
)
|
|
(23
|
)
|
|
(50
|
)
|
|
(15
|
)
|
|
(89
|
)
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Employee termination benefits
|
(6
|
)
|
|
(22
|
)
|
|
(32
|
)
|
Kelsterbach plant relocation (
Note 27
)
|
(7
|
)
|
|
(47
|
)
|
|
(26
|
)
|
Plumbing actions (
Note 23
)
|
5
|
|
|
6
|
|
|
59
|
|
Insurance recoveries (
Note 28
)
|
—
|
|
|
—
|
|
|
18
|
|
Asset impairments
|
(8
|
)
|
|
(1
|
)
|
|
(74
|
)
|
Plant/office closures
|
—
|
|
|
—
|
|
|
(4
|
)
|
Commercial disputes
|
2
|
|
|
15
|
|
|
13
|
|
Other
|
—
|
|
|
1
|
|
|
—
|
|
Total
|
(14
|
)
|
|
(48
|
)
|
|
(46
|
)
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
|
|
Total
|
||||||
|
(In $ millions)
|
||||||||||||||||
Employee Termination Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010
|
3
|
|
|
16
|
|
|
—
|
|
|
24
|
|
|
10
|
|
|
53
|
|
Additions
|
8
|
|
|
4
|
|
|
—
|
|
|
1
|
|
|
8
|
|
|
21
|
|
Cash payments
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
(20
|
)
|
|
(4
|
)
|
|
(28
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
Exchange rate changes
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
As of December 31, 2011
|
8
|
|
|
18
|
|
|
—
|
|
|
5
|
|
|
11
|
|
|
42
|
|
Additions
|
—
|
|
|
5
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
8
|
|
Cash payments
|
(2
|
)
|
|
(11
|
)
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
(19
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(3
|
)
|
Exchange rate changes
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
As of December 31, 2012
|
6
|
|
|
13
|
|
|
—
|
|
|
3
|
|
|
7
|
|
|
29
|
|
Plant/Office Closures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
4
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of December 31, 2011
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of December 31, 2012
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Total
|
6
|
|
|
13
|
|
|
—
|
|
|
4
|
|
|
7
|
|
|
30
|
|
(1)
|
Includes aggregate earnings generated by operations in Bermuda, Luxembourg, the Netherlands and Hong Kong of
$320 million
,
$317 million
and
$257 million
for the years ended
December 31, 2012
,
2011
and
2010
, respectively, which have an aggregate effective income tax rate of
5.6%
,
4.0%
and
4.8%
for each year, respectively.
|
|
Year Ended December 31,
|
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|
|||
|
As Adjusted (Note 2)
|
|
|||||||
|
(In $ millions, except percentages)
|
|
|||||||
Income tax provision computed at US federal statutory tax rate
|
112
|
|
|
163
|
|
|
152
|
|
|
Change in valuation allowance
|
29
|
|
|
7
|
|
|
38
|
|
|
Equity income and dividends
|
(31
|
)
|
|
(25
|
)
|
|
(41
|
)
|
|
(Income) expense not resulting in tax impact, net
|
(39
|
)
|
|
(16
|
)
|
|
8
|
|
|
US tax effect of foreign earnings and dividends
|
42
|
|
|
48
|
|
|
28
|
|
|
Foreign tax credits
|
(187
|
)
|
|
(66
|
)
|
|
(33
|
)
|
|
Other foreign tax rate differentials
|
(2
|
)
|
|
(58
|
)
|
|
(10
|
)
|
|
Legislative changes
|
—
|
|
|
—
|
|
|
(71
|
)
|
(1)
|
Tax-deductible interest on foreign equity investments and other related
items
|
11
|
|
|
(3
|
)
|
|
(3
|
)
|
|
State income taxes, net of federal benefit
|
4
|
|
|
4
|
|
|
3
|
|
|
Other, net
|
6
|
|
|
(13
|
)
|
|
1
|
|
|
Income tax provision (benefit)
|
(55
|
)
|
|
41
|
|
|
72
|
|
|
|
|
|
|
|
|
|
|||
Effective income tax rate
|
(17)
|
%
|
|
9
|
%
|
|
17
|
%
|
|
(1)
|
Represents the impact of Miscellaneous Tax Resolutions issued by the Mexican tax authority to clarify various provisions included in the 2010 Mexican Tax Reform Bill.
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Deferred Tax Assets
|
|
|
|
||
Pension and postretirement obligations
|
579
|
|
|
529
|
|
Accrued expenses
|
58
|
|
|
57
|
|
Inventory
|
—
|
|
|
1
|
|
Net operating loss
|
398
|
|
|
359
|
|
Tax credit carryforwards
|
206
|
|
|
94
|
|
Other
|
370
|
|
|
159
|
|
Subtotal
|
1,611
|
|
|
1,199
|
|
Valuation allowance
(1)
|
(399
|
)
|
|
(363
|
)
|
Total
|
1,212
|
|
|
836
|
|
Deferred Tax Liabilities
|
|
|
|
||
Depreciation and amortization
|
479
|
|
|
319
|
|
Investments in affiliates
|
83
|
|
|
50
|
|
Other
|
70
|
|
|
51
|
|
Total
|
632
|
|
|
420
|
|
Net deferred tax assets (liabilities)
|
580
|
|
|
416
|
|
(1)
|
Includes deferred tax asset valuation allowances primarily for the Company's deferred tax assets in the US, Luxembourg, France, Spain, China, the United Kingdom and Germany, as well as other foreign jurisdictions. These valuation allowances relate primarily to net operating loss carryforward benefits and other net deferred tax assets, all of which may not be realizable.
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
As of the beginning of the year
|
211
|
|
|
244
|
|
|
208
|
|
Increases in tax positions for the current year
|
6
|
|
|
—
|
|
|
—
|
|
Increases in tax positions for prior years
|
42
|
|
|
37
|
|
|
85
|
|
Decreases in tax positions for prior years
|
(19
|
)
|
|
(54
|
)
|
|
(48
|
)
|
Decreases due to settlements
|
(33
|
)
|
|
(16
|
)
|
|
(1
|
)
|
As of the end of the year
|
207
|
|
|
211
|
|
|
244
|
|
|
|
|
|
|
|
|||
Total uncertain tax positions that if recognized would impact the effective tax rate
|
237
|
|
|
230
|
|
|
264
|
|
Total amount of interest and penalties recognized in the consolidated statements of operations
|
6
|
|
|
(1
|
)
|
|
11
|
|
Total amount of interest and penalties recognized in the consolidated balance sheets
|
61
|
|
|
55
|
|
|
56
|
|
(1)
|
No RSUs remaining outstanding under the 2004 SIP.
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Income tax benefit realized
|
31
|
|
|
25
|
|
|
19
|
|
Amount reversed in current year related to prior year
|
1
|
|
|
9
|
|
|
—
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Risk-free interest rate
|
0.78
|
%
|
|
0.81
|
%
|
|
1.27
|
%
|
Estimated life in years
|
4.59
|
|
|
4.75
|
|
|
5.72
|
|
Dividend yield
|
0.70
|
%
|
|
0.60
|
%
|
|
0.59
|
%
|
Volatility
|
50.31
|
%
|
|
45.00
|
%
|
|
51.75
|
%
|
|
Number of
Options
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||
|
(In millions)
|
|
(In $)
|
|
(In years)
|
|
(In $ millions)
|
|||
As of December 31, 2011
|
4.6
|
|
|
18.94
|
|
|
3.6
|
|
118
|
|
Granted
|
0.1
|
|
|
40.25
|
|
|
|
|
|
|
Exercised
|
(3.8
|
)
|
|
16.57
|
|
|
|
|
|
|
Forfeited
|
(0.1
|
)
|
|
32.47
|
|
|
|
|
|
|
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|
As of December 31, 2012
|
0.8
|
|
|
29.93
|
|
|
4.4
|
|
12
|
|
Options exercisable at end of year
|
0.7
|
|
|
29.66
|
|
|
4.3
|
|
11
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Total
|
$
|
16.21
|
|
|
$
|
11.38
|
|
|
$
|
14.76
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Intrinsic value
|
110
|
|
|
20
|
|
|
13
|
|
|
Number of
Units
|
|
Weighted
Average
Fair Value
|
||
|
(In thousands)
|
|
(In $)
|
||
As of December 31, 2011
|
1,069
|
|
|
37.30
|
|
Granted
|
67
|
|
|
45.13
|
|
Vested
|
(316
|
)
|
|
39.14
|
|
Cancelled
|
(171
|
)
|
|
23.97
|
|
Forfeited
|
(220
|
)
|
|
44.04
|
|
As of December 31, 2012
|
429
|
|
|
42.22
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Total
|
12
|
|
|
14
|
|
|
8
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Risk-free interest rate
|
0.38
|
%
|
|
0.38
|
%
|
|
0.79
|
%
|
Dividend yield
|
0.00 - 4.37 %
|
|
|
0.00 - 4.37 %
|
|
|
0.00 - 4.18 %
|
|
Volatility
|
25 - 90 %
|
|
|
25 - 90 %
|
|
|
25 - 70 %
|
|
|
Employee Time-Based RSUs
|
|
Director Time-Based RSUs
|
||||||
|
Number of
Units
|
|
Weighted
Average
Fair Value
|
|
Number of
Units
|
|
Weighted
Average
Fair Value
|
||
|
(In thousands)
|
|
(In $)
|
|
(In thousands)
|
|
(In $)
|
||
As of December 31, 2011
|
670
|
|
|
30.44
|
|
13
|
|
|
50.82
|
Granted
|
128
|
|
|
42.39
|
|
16
|
|
|
47.48
|
Vested
|
(323
|
)
|
|
30.11
|
|
(13
|
)
|
|
50.82
|
Forfeited
|
(44
|
)
|
|
28.80
|
|
—
|
|
|
—
|
As of December 31, 2012
|
431
|
|
(1)
|
34.41
|
|
16
|
|
|
47.48
|
(1)
|
Includes
66,108
of time-based restricted stock awards granted to the Company's Chief Executive Officer on April 5, 2012, of which
22,013
vested on October 1, 2012.
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Total
|
13
|
|
|
7
|
|
|
6
|
|
|
Year Ended December 31,
|
||||
|
2012
|
|
2011
|
|
2010
|
|
(In percentages)
|
||||
Holding period discount
|
30
|
|
30
|
|
30
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Total
|
165
|
|
|
173
|
|
|
160
|
|
|
As of December 31, 2012
|
|
|
Capital Leases
|
|
|
(In $ millions)
|
|
2013
|
43
|
|
2014
|
42
|
|
2015
|
40
|
|
2016
|
40
|
|
2017
|
40
|
|
Later years
|
288
|
|
Sublease income
|
—
|
|
Minimum lease commitments
|
493
|
|
Less amounts representing interest
|
(249
|
)
|
Present value of net minimum lease obligations
|
244
|
|
|
As of December 31, 2012
|
|
|
Operating Leases
|
|
|
(In $ millions)
|
|
2013
|
49
|
|
2014
|
46
|
|
2015
|
40
|
|
2016
|
34
|
|
2017
|
22
|
|
Later years
|
116
|
|
Sublease income
|
(21
|
)
|
Minimum lease commitments
|
286
|
|
(1)
|
Fixes the LIBOR portion of the Company's US-dollar denominated variable rate borrowings (
Note 13
).
|
(1)
|
Fixes the LIBOR portion of the Company's US-dollar denominated variable rate borrowings (
Note 13
).
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Hedging activities - Interest expense
|
(15
|
)
|
|
(59
|
)
|
|
(68
|
)
|
Ineffective portion - Other income (expense), net
|
—
|
|
|
—
|
|
|
—
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Total
|
902
|
|
|
896
|
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
|
Year Ended December 31, 2010
|
|
||||||||||||
|
Gain (Loss)
Recognized in
Other
Comprehensive
Income (Loss)
|
|
Gain (Loss)
Recognized in
Earnings (Loss)
|
|
Gain (Loss)
Recognized in
Other
Comprehensive
Income (Loss)
|
|
Gain (Loss)
Recognized in
Earnings (Loss)
|
|
Gain (Loss)
Recognized in
Other
Comprehensive
Income (Loss)
|
|
Gain (Loss)
Recognized in
Earnings (Loss)
|
|
||||||
|
(In $ millions)
|
|||||||||||||||||
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate swaps
|
(12
|
)
|
(1)
|
(15
|
)
|
(2)
|
(24
|
)
|
(3)
|
(59
|
)
|
(2)
|
(31
|
)
|
(4)
|
(68
|
)
|
(2)
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate swaps
|
—
|
|
|
(5
|
)
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Foreign currency forwards and swaps
|
—
|
|
|
(6
|
)
|
(6)
|
—
|
|
|
16
|
|
(6)
|
—
|
|
|
33
|
|
(6)
|
Total
|
(12
|
)
|
|
(26
|
)
|
|
(24
|
)
|
|
(43
|
)
|
|
(31
|
)
|
|
(35
|
)
|
|
(1)
|
Amount excludes
$2 million
of gains associated with the Company’s equity method investments’ derivative activity and
$3 million
of tax expense recognized in Other comprehensive income (loss).
|
(2)
|
Amount represents reclassification from Accumulated other comprehensive income (loss), net and is included in Interest expense in the consolidated statements of operations.
|
(3)
|
Amount excludes
$2 million
of gains associated with the Company’s equity method investments’ derivative activity and
$10 million
of tax expense recognized in Other comprehensive income (loss).
|
(4)
|
Amount excludes
$5 million
of gains associated with the Company’s equity method investments’ derivative activity and
$15 million
of tax expense recognized in Other comprehensive income (loss).
|
(5)
|
Included in Interest expense in the consolidated statements of operations.
|
(6)
|
Included in Foreign exchange gain (loss), net for operating activity or Other income (expense), net for non-operating activity in the consolidated statements of operations.
|
|
|
|
Fair Value Measurement
|
||||||||||||||||
|
|
|
Quoted Prices in Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Total
|
||||||||||||
|
|
|
As of December 31,
|
||||||||||||||||
|
Balance Sheet Classification
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||
|
|
|
(In $ millions)
|
||||||||||||||||
Mutual funds
|
Marketable securities, at fair value
|
|
53
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
64
|
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency forwards and swaps
|
Current Other assets
|
|
—
|
|
|
—
|
|
|
2
|
|
|
9
|
|
|
2
|
|
|
9
|
|
Total assets
|
|
53
|
|
|
64
|
|
|
2
|
|
|
9
|
|
|
55
|
|
|
73
|
|
|
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest rate swaps
|
Current Other liabilities
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(21
|
)
|
|
(10
|
)
|
|
(21
|
)
|
Interest rate swaps
|
Noncurrent Other liabilities
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(13
|
)
|
|
(7
|
)
|
|
(13
|
)
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
Current Other liabilities
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|
(2
|
)
|
Interest rate swaps
|
Noncurrent Other liabilities
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
Foreign currency forwards and swaps
|
Current Other liabilities
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(3
|
)
|
|
(8
|
)
|
|
(3
|
)
|
Total liabilities
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(39
|
)
|
|
(31
|
)
|
|
(39
|
)
|
|
|
|
|
|
Fair Value Measurement
|
||||||||||||||||||
|
Carrying Amount
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||||||||||
|
As of December 31,
|
||||||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
(In $ millions)
|
||||||||||||||||||||||
Cost investments
|
156
|
|
|
147
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Insurance contracts in nonqualified trusts
|
66
|
|
|
69
|
|
|
66
|
|
|
69
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|
69
|
|
Long-term debt, including current installments of long-term debt
|
2,990
|
|
|
2,911
|
|
|
2,886
|
|
|
2,719
|
|
|
244
|
|
|
248
|
|
|
3,130
|
|
|
2,967
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Recoveries
|
1
|
|
|
2
|
|
|
14
|
|
Legal reserve reductions
|
4
|
|
|
4
|
|
|
45
|
|
Total
|
5
|
|
|
6
|
|
|
59
|
|
•
|
Demerger Obligations
|
•
|
Divestiture Obligations
|
|
As of
|
|
As of
|
|
|
December 31,
2012 |
|
December 31,
2011 |
|
|
(In $ millions)
|
|||
Property, plant and equipment, net
|
118
|
|
|
119
|
|
|
|
|
|
Trade payables
|
41
|
|
|
40
|
Current installments of long-term debt
|
7
|
|
|
6
|
Long-term debt
|
140
|
|
|
137
|
Total
|
188
|
|
|
183
|
|
|
|
|
|
Maximum exposure to loss
|
273
|
|
|
228
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Taxes paid, net of refunds
|
64
|
|
|
94
|
|
|
135
|
|
Interest paid, net of amounts capitalized
|
196
|
|
|
230
|
|
|
186
|
|
Noncash Investing and Financing Activities
|
|
|
|
|
|
|
|
|
Fair value adjustment to securities available for sale, net of tax
|
—
|
|
|
—
|
|
|
(2
|
)
|
Capital lease obligations
|
7
|
|
|
38
|
|
|
33
|
|
Accrued capital expenditures
|
(22
|
)
|
|
15
|
|
|
21
|
|
Asset retirement obligations
|
8
|
|
|
(2
|
)
|
|
25
|
|
Accrued Kelsterbach capital expenditures
|
(14
|
)
|
|
(33
|
)
|
|
(7
|
)
|
Accrued acquisition of intangibles
|
(2
|
)
|
|
—
|
|
|
—
|
|
Lease incentives
|
6
|
|
|
3
|
|
|
—
|
|
•
|
Advanced Engineered Materials
|
•
|
Consumer Specialties
|
•
|
Industrial Specialties
|
•
|
Acetyl Intermediates
|
•
|
Other Activities
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
Activities
|
|
Eliminations
|
|
Consolidated
|
|
|||||||
|
(In $ millions)
|
||||||||||||||||||||
|
Year Ended December 31, 2010 - As Adjusted (Note 2)
|
||||||||||||||||||||
Net sales
|
1,109
|
|
|
1,098
|
|
(1)
|
1,036
|
|
|
3,082
|
|
(1)
|
2
|
|
|
(409
|
)
|
|
5,918
|
|
|
Other (charges) gains, net
|
31
|
|
|
(76
|
)
|
|
25
|
|
(4)
|
(12
|
)
|
|
(14
|
)
|
(4)
|
—
|
|
|
(46
|
)
|
|
Operating profit (loss)
|
182
|
|
|
163
|
|
|
89
|
|
|
237
|
|
|
(273
|
)
|
|
—
|
|
|
398
|
|
|
Equity in net earnings (loss) of affiliates
|
144
|
|
|
2
|
|
|
—
|
|
|
5
|
|
|
17
|
|
|
—
|
|
|
168
|
|
|
Depreciation and amortization
|
76
|
|
(5)
|
42
|
|
|
41
|
|
|
117
|
|
(5)
|
11
|
|
|
—
|
|
|
287
|
|
|
Capital expenditures
|
52
|
|
|
50
|
|
|
55
|
|
|
49
|
|
|
16
|
|
|
—
|
|
|
222
|
|
(3)
|
(1)
|
Net sales for Acetyl Intermediates and Consumer Specialties include inter-segment sales of
$440 million
and
$4 million
, respectively, for the year ended
December 31, 2012
and
$468 million
and
$3 million
, respectively, for the year ended
December 31, 2011
; and
$400 million
and
$9 million
, respectively, for the year ended
December 31, 2010
.
|
(2)
|
Includes
$9 million
of insurance recoveries received from the Company's captive insurance companies related to the Narrows, Virginia facility that eliminates in consolidation.
|
(3)
|
Excludes expenditures related to the relocation of the Company’s POM operations in Germany (
Note 27
) and includes a decrease in accrued capital expenditures of
$22 million
for the year ended
December 31, 2012
and an increase of
$15 million
and
$21 million
for the years ended
December 31, 2011
and
2010
, respectively.
|
(4)
|
Includes
$7 million
of insurance recoveries received from the Company’s captive insurance companies related to the Edmonton, Alberta, Canada facility that eliminates in consolidation.
|
(5)
|
Includes
$2 million
for Advanced Engineered Materials and
$20 million
for Acetyl Intermediates for the accelerated amortization of the unamortized prepayment related to a raw material purchase agreement (
Note 23
).
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Net Sales
|
|
|
|
|
|
|||
US
|
1,811
|
|
|
1,772
|
|
|
1,555
|
|
International
|
4,607
|
|
|
4,991
|
|
|
4,363
|
|
Total
|
6,418
|
|
|
6,763
|
|
|
5,918
|
|
International Countries with Significant Net Sales
|
|
|
|
|
|
|||
Germany
|
2,082
|
|
|
2,328
|
|
|
1,950
|
|
China
|
733
|
|
|
667
|
|
|
596
|
|
Singapore
|
561
|
|
|
722
|
|
|
612
|
|
Belgium
|
504
|
|
|
461
|
|
|
451
|
|
Canada
|
284
|
|
|
323
|
|
|
277
|
|
Mexico
|
257
|
|
|
241
|
|
|
267
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Property, Plant and Equipment, Net
|
|
|
|
||
US
|
813
|
|
|
735
|
|
International
|
2,537
|
|
|
2,534
|
|
Total
|
3,350
|
|
|
3,269
|
|
International Countries with Significant Property, Plant and Equipment, Net
|
|
|
|
||
Germany
|
1,328
|
|
|
1,394
|
|
China
|
642
|
|
|
573
|
|
Singapore
|
109
|
|
|
112
|
|
Belgium
|
60
|
|
|
53
|
|
Canada
|
148
|
|
|
154
|
|
Mexico
|
128
|
|
|
117
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
As Adjusted (Note 2)
|
|||||||
|
(In $ millions, except share data)
|
|||||||
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
376
|
|
|
426
|
|
|
361
|
|
Earnings (loss) from discontinued operations
|
(4
|
)
|
|
1
|
|
|
(49
|
)
|
Net earnings (loss)
|
372
|
|
|
427
|
|
|
312
|
|
Cumulative preferred stock dividends
|
—
|
|
|
—
|
|
|
(3
|
)
|
Net earnings (loss) available to common stockholders
|
372
|
|
|
427
|
|
|
309
|
|
|
|
|
|
|
|
|||
Weighted average shares - basic
|
158,359,914
|
|
|
156,226,526
|
|
|
154,577,441
|
|
Dilutive stock options
|
848,439
|
|
|
1,930,072
|
|
|
1,828,746
|
|
Dilutive restricted stock units
|
622,433
|
|
|
813,685
|
|
|
425,385
|
|
Assumed conversion of preferred stock
|
—
|
|
|
—
|
|
|
1,553,925
|
|
Weighted average shares - diluted
|
159,830,786
|
|
|
158,970,283
|
|
|
158,385,497
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Stock options
|
25,906
|
|
|
69,395
|
|
|
575,266
|
|
Restricted stock units
|
3,996
|
|
|
735
|
|
|
74,166
|
|
Convertible preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
29,902
|
|
|
70,130
|
|
|
649,432
|
|
|
Year Ended December 31,
|
|
Total From
Inception Through
|
||||||||
|
2012
|
|
2011
|
|
2010
|
|
December 31, 2012
|
||||
|
(In $ millions)
|
||||||||||
Deferred proceeds
(1)
|
—
|
|
|
158
|
|
|
—
|
|
|
907
|
|
Costs expensed
|
7
|
|
|
47
|
|
|
26
|
|
|
113
|
|
Costs capitalized
(2)
|
35
|
|
|
171
|
|
|
305
|
|
|
1,127
|
|
Lease buyout
|
—
|
|
|
—
|
|
|
22
|
|
|
22
|
|
Employee termination benefits
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
(1)
|
Included in noncurrent Other liabilities in the consolidated balance sheets. Amounts reflect the US dollar equivalent at the time of receipt. Upon transfer of title to Fraport, the deferred proceeds will be recognized in the consolidated statements of operations. Such proceeds will be reduced by assets of
€22 million
included in Property, plant and equipment, net and
€87 million
included in noncurrent Other assets in the consolidated balance sheets, to be transferred to Fraport or otherwise disposed.
|
(2)
|
Includes a decrease in accrued capital expenditures of
$14 million
,
$33 million
and
$7 million
for the years ended
December 31, 2012
,
2011
and
2010
, respectively.
|
|
Year Ended December 31,
|
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|
|||
|
(In $ millions)
|
|
|||||||
Narrows, Virginia
|
|
|
|
|
|
|
|||
Consumer Specialties
|
9
|
|
|
—
|
|
|
—
|
|
|
Other Activities
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
Edmonton, Alberta, Canada
|
|
|
|
|
|
|
|||
Industrial Specialties
|
—
|
|
|
—
|
|
|
25
|
|
|
Other Activities
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
Total net recoveries
|
—
|
|
|
—
|
|
|
18
|
|
(1)
|
(1)
|
Total net recoveries for the year ended December 31, 2010 consists of
$8 million
related to property damage and
$10 million
related to business interruption.
|
|
Year Ended December 31, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
As Adjusted (Note 2)
|
||||||||||||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
2,692
|
|
|
4,829
|
|
|
(1,103
|
)
|
|
6,418
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(1,906
|
)
|
|
(4,423
|
)
|
|
1,092
|
|
|
(5,237
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
786
|
|
|
406
|
|
|
(11
|
)
|
|
1,181
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(440
|
)
|
|
(390
|
)
|
|
—
|
|
|
(830
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(33
|
)
|
|
—
|
|
|
(51
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(74
|
)
|
|
(30
|
)
|
|
—
|
|
|
(104
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
17
|
|
|
(22
|
)
|
|
(9
|
)
|
|
(14
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
(3
|
)
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
270
|
|
|
(75
|
)
|
|
(20
|
)
|
|
175
|
|
Equity in net earnings (loss) of affiliates
|
369
|
|
|
473
|
|
|
199
|
|
|
201
|
|
|
(1,000
|
)
|
|
242
|
|
Interest expense
|
—
|
|
|
(198
|
)
|
|
(42
|
)
|
|
(73
|
)
|
|
128
|
|
|
(185
|
)
|
Refinancing expense
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
Interest income
|
—
|
|
|
59
|
|
|
65
|
|
|
6
|
|
|
(128
|
)
|
|
2
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
85
|
|
Other income (expense), net
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
15
|
|
|
—
|
|
|
5
|
|
Earnings (loss) from continuing operations before tax
|
369
|
|
|
331
|
|
|
482
|
|
|
159
|
|
|
(1,020
|
)
|
|
321
|
|
Income tax (provision) benefit
|
3
|
|
|
38
|
|
|
(16
|
)
|
|
15
|
|
|
15
|
|
|
55
|
|
Earnings (loss) from continuing operations
|
372
|
|
|
369
|
|
|
466
|
|
|
174
|
|
|
(1,005
|
)
|
|
376
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(1
|
)
|
|
—
|
|
|
(6
|
)
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
Net earnings (loss)
|
372
|
|
|
369
|
|
|
463
|
|
|
173
|
|
|
(1,005
|
)
|
|
372
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
372
|
|
|
369
|
|
|
463
|
|
|
173
|
|
|
(1,005
|
)
|
|
372
|
|
|
Year Ended December 31, 2011
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
As Adjusted (Note 2)
|
||||||||||||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
2,572
|
|
|
5,240
|
|
|
(1,049
|
)
|
|
6,763
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(1,861
|
)
|
|
(4,510
|
)
|
|
1,025
|
|
|
(5,346
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
711
|
|
|
730
|
|
|
(24
|
)
|
|
1,417
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(402
|
)
|
|
(403
|
)
|
|
—
|
|
|
(805
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(45
|
)
|
|
—
|
|
|
(62
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(67
|
)
|
|
(31
|
)
|
|
—
|
|
|
(98
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
23
|
|
|
(71
|
)
|
|
—
|
|
|
(48
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
247
|
|
|
180
|
|
|
(25
|
)
|
|
402
|
|
Equity in net earnings (loss) of affiliates
|
425
|
|
|
590
|
|
|
165
|
|
|
166
|
|
|
(1,154
|
)
|
|
192
|
|
Interest expense
|
—
|
|
|
(217
|
)
|
|
(41
|
)
|
|
(41
|
)
|
|
78
|
|
|
(221
|
)
|
Refinancing expense
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
Interest income
|
—
|
|
|
23
|
|
|
48
|
|
|
10
|
|
|
(78
|
)
|
|
3
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
80
|
|
Other income (expense), net
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
53
|
|
|
—
|
|
|
14
|
|
Earnings (loss) from continuing operations before tax
|
425
|
|
|
393
|
|
|
380
|
|
|
448
|
|
|
(1,179
|
)
|
|
467
|
|
Income tax (provision) benefit
|
2
|
|
|
32
|
|
|
(49
|
)
|
|
(35
|
)
|
|
9
|
|
|
(41
|
)
|
Earnings (loss) from continuing operations
|
427
|
|
|
425
|
|
|
331
|
|
|
413
|
|
|
(1,170
|
)
|
|
426
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
3
|
|
|
(1
|
)
|
|
—
|
|
|
2
|
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
Net earnings (loss)
|
427
|
|
|
425
|
|
|
333
|
|
|
412
|
|
|
(1,170
|
)
|
|
427
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
427
|
|
|
425
|
|
|
333
|
|
|
412
|
|
|
(1,170
|
)
|
|
427
|
|
|
Year Ended December 31, 2010
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
As Adjusted (Note 2)
|
||||||||||||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
2,277
|
|
|
4,570
|
|
|
(929
|
)
|
|
5,918
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(1,712
|
)
|
|
(3,980
|
)
|
|
942
|
|
|
(4,750
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
565
|
|
|
590
|
|
|
13
|
|
|
1,168
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(258
|
)
|
|
(340
|
)
|
|
—
|
|
|
(598
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(47
|
)
|
|
—
|
|
|
(61
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
(27
|
)
|
|
—
|
|
|
(70
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
68
|
|
|
(114
|
)
|
|
—
|
|
|
(46
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
3
|
|
|
5
|
|
|
—
|
|
|
8
|
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
321
|
|
|
64
|
|
|
13
|
|
|
398
|
|
Equity in net earnings (loss) of affiliates
|
342
|
|
|
486
|
|
|
153
|
|
|
126
|
|
|
(939
|
)
|
|
168
|
|
Interest expense
|
—
|
|
|
(173
|
)
|
|
(38
|
)
|
|
(46
|
)
|
|
53
|
|
|
(204
|
)
|
Refinancing expense
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
Interest income
|
—
|
|
|
21
|
|
|
30
|
|
|
9
|
|
|
(53
|
)
|
|
7
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
73
|
|
|
—
|
|
|
73
|
|
Other income (expense), net
|
(27
|
)
|
|
2
|
|
|
(52
|
)
|
|
84
|
|
|
—
|
|
|
7
|
|
Earnings (loss) from continuing operations before tax
|
315
|
|
|
320
|
|
|
414
|
|
|
310
|
|
|
(926
|
)
|
|
433
|
|
Income tax (provision) benefit
|
(3
|
)
|
|
22
|
|
|
(59
|
)
|
|
(30
|
)
|
|
(2
|
)
|
|
(72
|
)
|
Earnings (loss) from continuing operations
|
312
|
|
|
342
|
|
|
355
|
|
|
280
|
|
|
(928
|
)
|
|
361
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
(2
|
)
|
|
—
|
|
|
(80
|
)
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
28
|
|
|
1
|
|
|
—
|
|
|
29
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
(1
|
)
|
|
—
|
|
|
(49
|
)
|
Net earnings (loss)
|
312
|
|
|
342
|
|
|
307
|
|
|
279
|
|
|
(928
|
)
|
|
312
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
312
|
|
|
342
|
|
|
307
|
|
|
279
|
|
|
(928
|
)
|
|
312
|
|
|
Year Ended December 31, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
As Adjusted (Note 2)
|
||||||||||||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
372
|
|
|
369
|
|
|
463
|
|
|
173
|
|
|
(1,005
|
)
|
|
372
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
5
|
|
|
5
|
|
|
(12
|
)
|
|
1
|
|
|
6
|
|
|
5
|
|
Unrealized gain (loss) on interest rate swaps
|
7
|
|
|
7
|
|
|
(1
|
)
|
|
3
|
|
|
(9
|
)
|
|
7
|
|
Pension and postretirement benefits
|
(11
|
)
|
|
(11
|
)
|
|
(2
|
)
|
|
(11
|
)
|
|
24
|
|
|
(11
|
)
|
Total other comprehensive income (loss), net of tax
|
1
|
|
|
1
|
|
|
(15
|
)
|
|
(7
|
)
|
|
21
|
|
|
1
|
|
Total comprehensive income (loss), net of tax
|
373
|
|
|
370
|
|
|
448
|
|
|
166
|
|
|
(984
|
)
|
|
373
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
373
|
|
|
370
|
|
|
448
|
|
|
166
|
|
|
(984
|
)
|
|
373
|
|
|
Year Ended December 31, 2011
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
As Adjusted (Note 2)
|
||||||||||||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
427
|
|
|
425
|
|
|
333
|
|
|
412
|
|
|
(1,170
|
)
|
|
427
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
(27
|
)
|
|
(27
|
)
|
|
(6
|
)
|
|
6
|
|
|
27
|
|
|
(27
|
)
|
Unrealized gain (loss) on interest rate swaps
|
27
|
|
|
27
|
|
|
1
|
|
|
1
|
|
|
(29
|
)
|
|
27
|
|
Pension and postretirement benefits
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
Total other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
9
|
|
|
(2
|
)
|
|
—
|
|
Total comprehensive income (loss), net of tax
|
427
|
|
|
425
|
|
|
326
|
|
|
421
|
|
|
(1,172
|
)
|
|
427
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
427
|
|
|
425
|
|
|
326
|
|
|
421
|
|
|
(1,172
|
)
|
|
427
|
|
|
Year Ended December 31, 2010
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
As Adjusted (Note 2)
|
||||||||||||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
312
|
|
|
342
|
|
|
307
|
|
|
279
|
|
|
(928
|
)
|
|
312
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
2
|
|
|
(1
|
)
|
Foreign currency translation
|
37
|
|
|
37
|
|
|
37
|
|
|
(10
|
)
|
|
(64
|
)
|
|
37
|
|
Unrealized gain (loss) on interest rate swaps
|
17
|
|
|
17
|
|
|
—
|
|
|
(4
|
)
|
|
(13
|
)
|
|
17
|
|
Pension and postretirement benefits
|
2
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
(4
|
)
|
|
2
|
|
Total other comprehensive income (loss), net of tax
|
55
|
|
|
55
|
|
|
36
|
|
|
(12
|
)
|
|
(79
|
)
|
|
55
|
|
Total comprehensive income (loss), net of tax
|
367
|
|
|
397
|
|
|
343
|
|
|
267
|
|
|
(1,007
|
)
|
|
367
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
367
|
|
|
397
|
|
|
343
|
|
|
267
|
|
|
(1,007
|
)
|
|
367
|
|
|
As of December 31, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
10
|
|
|
—
|
|
|
275
|
|
|
674
|
|
|
—
|
|
|
959
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
340
|
|
|
653
|
|
|
(166
|
)
|
|
827
|
|
Non-trade receivables, net
|
31
|
|
|
444
|
|
|
1,754
|
|
|
484
|
|
|
(2,504
|
)
|
|
209
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
196
|
|
|
589
|
|
|
(74
|
)
|
|
711
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
62
|
|
|
8
|
|
|
(21
|
)
|
|
49
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
52
|
|
|
1
|
|
|
—
|
|
|
53
|
|
Other assets
|
—
|
|
|
5
|
|
|
15
|
|
|
27
|
|
|
(16
|
)
|
|
31
|
|
Total current assets
|
41
|
|
|
449
|
|
|
2,694
|
|
|
2,436
|
|
|
(2,781
|
)
|
|
2,839
|
|
Investments in affiliates
|
1,692
|
|
|
3,437
|
|
|
1,579
|
|
|
570
|
|
|
(6,478
|
)
|
|
800
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
813
|
|
|
2,537
|
|
|
—
|
|
|
3,350
|
|
Deferred income taxes
|
—
|
|
|
5
|
|
|
509
|
|
|
92
|
|
|
—
|
|
|
606
|
|
Other assets
|
—
|
|
|
1,927
|
|
|
132
|
|
|
414
|
|
|
(2,010
|
)
|
|
463
|
|
Goodwill
|
—
|
|
|
—
|
|
|
305
|
|
|
472
|
|
|
—
|
|
|
777
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
69
|
|
|
96
|
|
|
—
|
|
|
165
|
|
Total assets
|
1,733
|
|
|
5,818
|
|
|
6,101
|
|
|
6,617
|
|
|
(11,269
|
)
|
|
9,000
|
|
LIABILITIES AND EQUITY
|
|||||||||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
1,584
|
|
|
208
|
|
|
159
|
|
|
(1,783
|
)
|
|
168
|
|
Trade payables - third party and affiliates
|
—
|
|
|
—
|
|
|
269
|
|
|
546
|
|
|
(166
|
)
|
|
649
|
|
Other liabilities
|
—
|
|
|
40
|
|
|
267
|
|
|
475
|
|
|
(307
|
)
|
|
475
|
|
Deferred income taxes
|
—
|
|
|
21
|
|
|
—
|
|
|
25
|
|
|
(21
|
)
|
|
25
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
419
|
|
|
73
|
|
|
(454
|
)
|
|
38
|
|
Total current liabilities
|
—
|
|
|
1,645
|
|
|
1,163
|
|
|
1,278
|
|
|
(2,731
|
)
|
|
1,355
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
2,467
|
|
|
872
|
|
|
1,597
|
|
|
(2,006
|
)
|
|
2,930
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
50
|
|
Uncertain tax positions
|
3
|
|
|
6
|
|
|
23
|
|
|
149
|
|
|
—
|
|
|
181
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
1,362
|
|
|
240
|
|
|
—
|
|
|
1,602
|
|
Other liabilities
|
—
|
|
|
8
|
|
|
101
|
|
|
1,055
|
|
|
(12
|
)
|
|
1,152
|
|
Total noncurrent liabilities
|
3
|
|
|
2,481
|
|
|
2,358
|
|
|
3,091
|
|
|
(2,018
|
)
|
|
5,915
|
|
Total Celanese Corporation stockholders’ equity
|
1,730
|
|
|
1,692
|
|
|
2,580
|
|
|
2,248
|
|
|
(6,520
|
)
|
|
1,730
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total equity
|
1,730
|
|
|
1,692
|
|
|
2,580
|
|
|
2,248
|
|
|
(6,520
|
)
|
|
1,730
|
|
Total liabilities and equity
|
1,733
|
|
|
5,818
|
|
|
6,101
|
|
|
6,617
|
|
|
(11,269
|
)
|
|
9,000
|
|
|
As of December 31, 2011
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
133
|
|
|
549
|
|
|
—
|
|
|
682
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
297
|
|
|
694
|
|
|
(120
|
)
|
|
871
|
|
Non-trade receivables, net
|
29
|
|
|
383
|
|
|
1,651
|
|
|
562
|
|
|
(2,390
|
)
|
|
235
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
187
|
|
|
590
|
|
|
(65
|
)
|
|
712
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
103
|
|
|
17
|
|
|
(16
|
)
|
|
104
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
64
|
|
Other assets
|
—
|
|
|
6
|
|
|
18
|
|
|
45
|
|
|
(34
|
)
|
|
35
|
|
Total current assets
|
29
|
|
|
389
|
|
|
2,453
|
|
|
2,457
|
|
|
(2,625
|
)
|
|
2,703
|
|
Investments in affiliates
|
1,315
|
|
|
2,978
|
|
|
1,530
|
|
|
535
|
|
|
(5,534
|
)
|
|
824
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
735
|
|
|
2,534
|
|
|
—
|
|
|
3,269
|
|
Deferred income taxes
|
—
|
|
|
17
|
|
|
382
|
|
|
22
|
|
|
—
|
|
|
421
|
|
Other assets
|
—
|
|
|
1,903
|
|
|
132
|
|
|
296
|
|
|
(1,987
|
)
|
|
344
|
|
Goodwill
|
—
|
|
|
—
|
|
|
298
|
|
|
462
|
|
|
—
|
|
|
760
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
69
|
|
|
128
|
|
|
—
|
|
|
197
|
|
Total assets
|
1,344
|
|
|
5,287
|
|
|
5,599
|
|
|
6,434
|
|
|
(10,146
|
)
|
|
8,518
|
|
LIABILITIES AND EQUITY
|
|||||||||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
1,492
|
|
|
176
|
|
|
131
|
|
|
(1,655
|
)
|
|
144
|
|
Trade payables - third party and affiliates
|
—
|
|
|
—
|
|
|
258
|
|
|
535
|
|
|
(120
|
)
|
|
673
|
|
Other liabilities
|
—
|
|
|
63
|
|
|
353
|
|
|
506
|
|
|
(383
|
)
|
|
539
|
|
Deferred income taxes
|
—
|
|
|
16
|
|
|
—
|
|
|
17
|
|
|
(16
|
)
|
|
17
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
384
|
|
|
35
|
|
|
(407
|
)
|
|
12
|
|
Total current liabilities
|
—
|
|
|
1,571
|
|
|
1,171
|
|
|
1,224
|
|
|
(2,581
|
)
|
|
1,385
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
2,372
|
|
|
834
|
|
|
1,650
|
|
|
(1,983
|
)
|
|
2,873
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
92
|
|
Uncertain tax positions
|
3
|
|
|
16
|
|
|
27
|
|
|
136
|
|
|
—
|
|
|
182
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
1,346
|
|
|
146
|
|
|
—
|
|
|
1,492
|
|
Other liabilities
|
—
|
|
|
13
|
|
|
99
|
|
|
1,055
|
|
|
(14
|
)
|
|
1,153
|
|
Total noncurrent liabilities
|
3
|
|
|
2,401
|
|
|
2,306
|
|
|
3,079
|
|
|
(1,997
|
)
|
|
5,792
|
|
Total Celanese Corporation stockholders’ equity
|
1,341
|
|
|
1,315
|
|
|
2,122
|
|
|
2,131
|
|
|
(5,568
|
)
|
|
1,341
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total equity
|
1,341
|
|
|
1,315
|
|
|
2,122
|
|
|
2,131
|
|
|
(5,568
|
)
|
|
1,341
|
|
Total liabilities and equity
|
1,344
|
|
|
5,287
|
|
|
5,599
|
|
|
6,434
|
|
|
(10,146
|
)
|
|
8,518
|
|
|
Year Ended December 31, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
7
|
|
|
(100
|
)
|
|
396
|
|
|
489
|
|
|
(70
|
)
|
|
722
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(170
|
)
|
|
(191
|
)
|
|
—
|
|
|
(361
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Deferred proceeds from Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Capital expenditures related to Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
—
|
|
|
(49
|
)
|
Return of capital from subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
3
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
5
|
|
|
(53
|
)
|
|
—
|
|
|
48
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(59
|
)
|
|
—
|
|
|
(68
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
5
|
|
|
(257
|
)
|
|
(299
|
)
|
|
51
|
|
|
(500
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
—
|
|
|
53
|
|
|
5
|
|
|
(3
|
)
|
|
(53
|
)
|
|
2
|
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|
—
|
|
|
71
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
|
—
|
|
|
(71
|
)
|
Proceeds from long-term debt
|
—
|
|
|
500
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
550
|
|
Repayments of long-term debt
|
—
|
|
|
(414
|
)
|
|
(10
|
)
|
|
(70
|
)
|
|
5
|
|
|
(489
|
)
|
Refinancing costs
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
Purchases of treasury stock, including related fees
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
Dividends to parent
|
—
|
|
|
(35
|
)
|
|
(35
|
)
|
|
—
|
|
|
70
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
Stock option exercises
|
62
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
Series A common stock dividends
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other, net
|
29
|
|
|
—
|
|
|
(7
|
)
|
|
(1
|
)
|
|
—
|
|
|
21
|
|
Net cash provided by (used in) financing activities
|
3
|
|
|
95
|
|
|
3
|
|
|
(71
|
)
|
|
19
|
|
|
49
|
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
Net increase (decrease) in cash and cash equivalents
|
10
|
|
|
—
|
|
|
142
|
|
|
125
|
|
|
—
|
|
|
277
|
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
133
|
|
|
549
|
|
|
—
|
|
|
682
|
|
Cash and cash equivalents as of end of period
|
10
|
|
|
—
|
|
|
275
|
|
|
674
|
|
|
—
|
|
|
959
|
|
|
Year Ended December 31, 2011
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
41
|
|
|
(127
|
)
|
|
446
|
|
|
368
|
|
|
(90
|
)
|
|
638
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(145
|
)
|
|
(204
|
)
|
|
—
|
|
|
(349
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
1
|
|
|
5
|
|
|
—
|
|
|
6
|
|
Deferred proceeds from Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
159
|
|
|
—
|
|
|
159
|
|
Capital expenditures related to Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
(204
|
)
|
|
—
|
|
|
(204
|
)
|
Return of capital from subsidiary
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
5
|
|
|
(307
|
)
|
|
—
|
|
|
302
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(30
|
)
|
|
—
|
|
|
(45
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
5
|
|
|
(474
|
)
|
|
(274
|
)
|
|
302
|
|
|
(441
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
—
|
|
|
307
|
|
|
(5
|
)
|
|
(8
|
)
|
|
(307
|
)
|
|
(13
|
)
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
—
|
|
|
70
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
(73
|
)
|
Proceeds from long-term debt
|
—
|
|
|
400
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
411
|
|
Repayments of long-term debt
|
—
|
|
|
(532
|
)
|
|
(9
|
)
|
|
(55
|
)
|
|
5
|
|
|
(591
|
)
|
Refinancing costs
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
Purchases of treasury stock, including related fees
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
Dividends to parent
|
—
|
|
|
(45
|
)
|
|
(45
|
)
|
|
—
|
|
|
90
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
Stock option exercises
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
Series A common stock dividends
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
100
|
|
|
—
|
|
Other, net
|
4
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
Net cash provided by (used in) financing activities
|
(41
|
)
|
|
122
|
|
|
33
|
|
|
(155
|
)
|
|
(212
|
)
|
|
(253
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
5
|
|
|
(63
|
)
|
|
—
|
|
|
(58
|
)
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
128
|
|
|
612
|
|
|
—
|
|
|
740
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
—
|
|
|
133
|
|
|
549
|
|
|
—
|
|
|
682
|
|
|
Year Ended December 31, 2010
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
44
|
|
|
(38
|
)
|
|
173
|
|
|
445
|
|
|
(172
|
)
|
|
452
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(88
|
)
|
|
(113
|
)
|
|
—
|
|
|
(201
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
4
|
|
|
22
|
|
|
—
|
|
|
26
|
|
Deferred proceeds from Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Capital expenditures related to Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
(312
|
)
|
|
—
|
|
|
(312
|
)
|
Return of capital from subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
5
|
|
|
(337
|
)
|
|
—
|
|
|
332
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(21
|
)
|
|
—
|
|
|
(27
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
5
|
|
|
(473
|
)
|
|
(424
|
)
|
|
332
|
|
|
(560
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings (repayments), net
|
—
|
|
|
370
|
|
|
3
|
|
|
(34
|
)
|
|
(370
|
)
|
|
(31
|
)
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
—
|
|
|
70
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
(55
|
)
|
Proceeds from long-term debt
|
—
|
|
|
600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
600
|
|
Repayments of long-term debt
|
—
|
|
|
(827
|
)
|
|
(7
|
)
|
|
(101
|
)
|
|
38
|
|
|
(897
|
)
|
Refinancing costs
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
Purchases of treasury stock, including related fees
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
Dividends to parent
|
—
|
|
|
(86
|
)
|
|
(86
|
)
|
|
—
|
|
|
172
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Stock option exercises
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
Series A common stock dividends
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
Preferred stock dividends
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other, net
|
16
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
14
|
|
Net cash provided by (used in) financing activities
|
(49
|
)
|
|
33
|
|
|
(92
|
)
|
|
(120
|
)
|
|
(160
|
)
|
|
(388
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
Net increase (decrease) in cash and cash equivalents
|
(5
|
)
|
|
—
|
|
|
(392
|
)
|
|
(117
|
)
|
|
—
|
|
|
(514
|
)
|
Cash and cash equivalents as of beginning of period
|
5
|
|
|
—
|
|
|
520
|
|
|
729
|
|
|
—
|
|
|
1,254
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
—
|
|
|
128
|
|
|
612
|
|
|
—
|
|
|
740
|
|
|
Year Ended December 31,
|
|||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|||||
|
As Adjusted
|
|||||||||||||
|
(In $ millions, except ratios)
|
|||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|||||
Earnings (loss) from continuing operations before tax
|
321
|
|
|
467
|
|
|
433
|
|
|
105
|
|
|
(114
|
)
|
Subtract
|
|
|
|
|
|
|
|
|
|
|||||
Equity in net earnings of affiliates
|
(242
|
)
|
|
(192
|
)
|
|
(168
|
)
|
|
(99
|
)
|
|
(172
|
)
|
Add
|
|
|
|
|
|
|
|
|
|
|||||
Income distributions from equity investments
|
262
|
|
|
205
|
|
|
138
|
|
|
78
|
|
|
183
|
|
Amortization of capitalized interest
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
Total fixed charges
|
247
|
|
|
283
|
|
|
262
|
|
|
268
|
|
|
324
|
|
Total earnings as defined before combined fixed charges
|
590
|
|
|
765
|
|
|
667
|
|
|
354
|
|
|
223
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
185
|
|
|
221
|
|
|
204
|
|
|
207
|
|
|
261
|
|
Capitalized interest
|
7
|
|
|
4
|
|
|
2
|
|
|
2
|
|
|
6
|
|
Estimated interest portion of rent expense
|
55
|
|
|
58
|
|
|
53
|
|
|
49
|
|
|
47
|
|
Cumulative preferred stock dividends
|
—
|
|
|
—
|
|
|
3
|
|
|
10
|
|
|
10
|
|
Guaranteed payment to minority shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total combined fixed charges
|
247
|
|
|
283
|
|
|
262
|
|
|
268
|
|
|
324
|
|
Ratio of earnings to combined fixed charges
|
2.4x
|
|
2.7x
|
|
2.5x
|
|
1.3x
|
|
0.7x
|